Los Angeles Livin'
by spanishwon2123
Summary: Sequel to California Trippin'. Still grieving over Spike's death, Max joins the others in Europe. But a call from LA sends her back to the west coast. NOW COMPLETE!
1. Prologue

_**Los Angeles Livin'**_

**Disclaimer-Anything that you recognize isn't mine. **

**Summary-Sequel to California Trippin'. Crossover with Angel and Buffy the Vampire Slayer. Spike was dusted during the battle with the First. Still grieving over him, Max joined Buffy, Dawn, Giles, Andrew, Faith, and Alec in going to live in Europe. But when they receive news of a slayer in desperate need of helpandsend Max and Andrew to check it out in LA, they encounter someone they thought they'd never see again. **

**Timeline-Angel Season Five. There's a little bit from the season premiere episode but then it skips ahead about three months later to the episode 'Damage'. **

**Pairings-Max/Spike, Faith/Alec, Fred/Wesley, Buffy/Angel. There will be more pairings as the story goes on. **

Prologue

_**19 Days Later...**_

Max stepped on the brake and pulled the key out of the ignition. She turned to the person in the passenger seat, Faith. She tried to smile, make it seem like she was okay, but she failed miserably. She sighed and leaned her head back against the leather seat.

"We're here," she said flatly. Faith leaned forward in her seat and looked out the window at their surroundings.

"Could've fooled me..." she replied, smirking. Max frowned.

"What do you mean?" she asked. Faith just pointed and Max followed the direction with her gaze. Her eyes widened as she saw the house. Or mansion, was probably more accurate.

"Okay, did Buffy find some hidden treasure and forget to tell us about it?" a voice came from the backseat. Faith smiled.

"Guess so," she muttered. She looked over at Max and realized she had that dazed look on her face, like her mind was completely in a different time and place. It didn't take a genius to figure out exactly when and where. She unbuckled her seatbelt and opened her door. "Come on Vi, Caridad. Let's go check out our new home."

Vi and Caridad got out of the car and stretched. Max stayed seated and just stared at the steering wheel. Faith sighed but motioned to the other two girls to open the trunk. It neatly held eight suitcases. It was completely packed to the top, but still capable of closing with a satisfactory click.

As Faith, Vi, and Caridad unloaded their luggage, another car pulled up next to theirs. Faith smiled and went to greet them.

"What's up Jeeves?" she said to Giles as he stepped out of the car. He rolled his eyes but smiled at her.

"Hello Faith. How was the drive?" he asked. Faith shrugged and looked over her shoulder. Max had gotten out but was just leaning against the car, her head leaned forward, letting her hair cover her face. Faith bit her lip.

"Kinda quiet," she remarked softly before turning back to Giles. His brow was furrowed.

"She's still suffering," he stated. Faith nodded.

"I hope she'll be okay soon...I can't stand seeing her like this. She was like that for the whole plane ride too," a voice behind them said. Faith's face immediately split into a wide grin before she spun around and gave Alec a huge hug. He smirked and kissed the top of her head. "Happy to see me after the long and aching torture of being apart for a full 2 hours?" Faith rolled her eyes and let go of him.

"Would you prefer I just said 'hi'?" she asked sarcastically. Alec just continued to smirk and shook his head. "Thought so."

"Hello fellow travelers," Andrew greeted as he and three slayers unloaded their luggage. Faith rolled her eyes but greeted him nonetheless. "How is the psychologically wounded one?"

"She's fine," Max's voice startled him as she appeared, carrying two suitcases. "And she'd like to check out the rest of our new digs." Alec smiled and slung his arm around her shoulder.

"You and me both Maxie," he said, leading her up the steps. Giles tossed him a key and he opened the door. The others followed behind him. They all gasped at the sight.

The floor was checkered black and white and waxed so cleaned, they could see the ceiling in the ground. A spiraling staircase stood a few yards in front of the entrance. It was made out of black marble and was just as clean as the floor. There were more rooms to the left, right, and up the staircase. But the mansion seemed incredibly empty.

"I take it we gotta go furniture shopping," one of the slayers pointed out. Her voice echoed loudly. The others were in too much awe of their surroundings to answer her right away.

"Don't worry Becca, shopping is always the best way to ring in the new shitload of cash..." Alec said softly, running his hand along the staircase railing as he slowly ventured up.

"Done a lot of shopping in your time?" another slayer asked.

"More like stealing," Max said absentmindedly as she stared up at the ceiling while walking into the room to her left.

"Cool," the slayer grinned as she checked out the room to the right.

"Anyone know how many floors are in this place?" Vi asked.

"Five or six I suppose," Giles answered. Faith let out a soft whistle.

"Damn," she commented. "Probably won't seem so big once the others get here though."

"When is that, exactly?" the other two slayers asked.

"Less than an hour or so, I suppose," Giles answered. "But Buffy and Dawn are going to be bringing most of the slayers from back in Sunnydale and..." Faith elbowed him in the stomach as she caught sight of Max's frozen form in the next room. "They should be here soon." Faith left Giles and walked over to Max.

"Wanna check out the rest of the mansion with me?" she asked. Max didn't answer. "Max?" Max slowly turned to look at her, as if just realizing she was there. She nodded. Faith gave her a small smile and motioned for her to follow. "How much you wanna bet this is the dining room?" A ghost of a smirk appeared on Max's face. "Let's go see where the training room is gonna be..." Faith took her hand, wincing slightly at the thinness of it compared to the shape it was in 19 days ago.

A few minutes later they stood in a room that was so huge, Faith saw it being about the same size as the prison she had been in. She let out a soft whistle and turned to say something to Max, only to find her already in the middle of the room. Sunlight graced her face, making her look more alive. She tucked her waist-length brown hair behind her ears and stepped toward a window. She ran her fingers along the ridges. It was surprisingly smooth and had white sunflower designs imprinted along the edge.

"Pretty aren't they?" a familiar voice spoke to her. She whipped her head around and saw Spike leaning against the wall. "Too bad I never really got to see 'em up close or anything. Being a vampire and all." He smirked. Max did a double take and he disappeared. Her lower lip quivered as she drew in a shaky breath. A tear fell down her cheek as she stared at the place she had seen him. She leaned against the wall and slid down to the ground, ducking her head and bringing her knees up against her chest. She raked her fingers through her hair and sobbed.

Faith winced and ran to her side, dropping to her knees.

"Max, what's wrong?" she asked softly as she gave her a warm hug. Max shook her head, clinging to Faith's arm as the sobs racked her body.

"I saw him," she managed to say. Faith sighed and rested her chin on Max's head. "He was here. He was _real_. He wasn't dead." She turned her head to look up at Faith. "He _can't _be _dead_, Faith. He _can't be_."

"But he _is_, Max," Faith replied. "The sooner you realize that...the sooner you can move on. I know it hurts, but it's what you have to do." Max let go of her and stood up, pacing back and forth in a sunbeam.

"I don't _want _to," she said quietly with her back turned. She glanced over her shoulder at Faith. "And I don't think I ever will." A beat passed before she walked out of the room, wiping her eyes as she went. Faith sighed and leaned her head against the wall.

"We've got to do something to help her," Buffy's voice echoed throughout the room. Faith turned her head to look at her and smiled.

"I thought you weren't gonna be here for another hour," she said. Buffy shrugged and came to sit down next to her.

"Didn't take as long as I thought it would. The girls were pretty eager to get here," she explained. Faith laughed softly.

"You didn't tell me this place would be _this _huge," she remarked. Buffy grinned.

"I like to surprise people," she said.

"Behold your success. I think Vi, Caridad, Becca, Gwen, and Hailey's jaws literally dropped to the floor. Did you notice how you can see the ceiling in the ground?" Buffy laughed.

"Yeah, I did. It's a shame we're gonna have to cover it with such valuable furniture," she commented. Faith's grin widened.

"That's a burden I think we're _all _willing to carry."

They sat in comfortable silence until Dawn came into the room.

"Buffy, the furniture people are here," she said. Buffy sighed and stood. Faith followed her out.

As some of the men carried in a large mattress and began to bring it up the stairs, Faith exchanged looks with the others.

"I really think we're gonna enjoy living here," she commented.

_**Los Angeles (Wolfram & Hart)...**_

"We're gonna change things," Angel said. "We came to Wolfram & Hart because it's a powerful weapon, and we'll figure out how to wield it."

"Or kill ourselves with it," Wesley added.

"Yay team," Fred commented flatly.

"No," Angel argued. "Sooner or later they'll tip their hand, and we'll find out why they really brought us here." He picked up an envelope from his desk. "Meanwhile, we do the work, our way, one thing at a time." He ripped open the envelope. "We'll deal..." An amulet fell out. "With whatever comes next."

Immediately, the amulet activated. A black whirlwind erupted from it, causing papers on Angel's desk to stir. The ashen whirlwind started to glow with flecks of orange as something began to materialize inside it. A man's skeletal form showed, then it gradually filled out until it was complete. The wind faded and Spike was standing there, screaming and grunting, in the middle of the office, right where the amulet had fallen.

"Aah!" he groaned as he doubled over in pain, panting and glaring ferociously.

"Spike?" Wesley questioned softly.

"Spike," Angel repeated angrily.

Harmony stuck her head through the office doorway, smiling. "Blondie Bear?"

**A/N-I know this chapter is really short, but it's just the Prologue. The actual chapters will be a lot longer. I hope you liked how it started. Review please! ;o)**


	2. Chapter One

_**Los Angeles Livin'**_

**Disclaimer-Anything that you recognize isn't mine. **

**Summary-Sequel to California Trippin'. Crossover with Angel and Buffy the Vampire Slayer. Spike was dusted during the battle with the First. Still grieving over him, Max joined Buffy, Dawn, Giles, Andrew, Faith, and Alec in going to live in Europe. But when they receive news of a slayer in desperate need of help and send Max and Andrew to check it out in LA, they encounter someone they thought they'd never see again. **

**Timeline-Angel Season Five. About five months after the previous chapter so it's at the episode 'Damage'.**

**Pairings-Max/Spike, Faith/Alec, Fred/Wesley, Buffy/Angel. There will probably be more pairings as the story goes on. **

Chapter One

_**Five Months Later (Psychiatric Ward)...**_

Angel was watching video-tapes in the presence of the nurse of the supposedly demon-possessed-Dana's therapy sessions. She was restrained in a straightjacket, thrashing, speaking in a foreign language and breathing hard. The nurse made a clicking noise with her tongue.

"And that's _with _the thorazine," she said. Angel looked at a stack of tapes.

"These all of her?" he asked. The nurse nodded.

"Most of 'em. Rabinaw's planning on writing a book about her. That's why he doesn't want anyone to know about these. Putz."

"You were the one that called Wolfram & Hart?" Angel questioned.

"My cousin's a paralegal there, told me about the big shake-up, lots of position openings."

"Uh uh..." Angel muttered, still watching the tapes.

"So I thought..."

"Wait," Angel interrupted before rewinding the tape. He watched a segment where Dana was growling and speaking in another foreign language.

"They're pretty much all like that. Bunch of monkey gibberish," the nurse explained.

"It's Romanian," Angel said softly.

"Oh. You...you understand what she's saying?"

"Yeah. I do."

* * *

Angel was driving in his car and dialing a number on his phone. 

"Wyndam-Pryce," Wesley answered.

"Wes, it's me," Angel said. "Check with our police informants. Get her last known sighting. I need a technical assault team on the ground in five minutes. Non-lethal ordinance."

"Do you think that's wise? I've been brushing up on demonic possessions..."

"That's not what's happening," Angel interrupted. "Look, there were drawings of demons in her room. Hundreds of them. Some with a little girl in them. I thought it was Dana, but they're all different. It's not her."

"Are you certain?" Wesley asked, still unsure. "Multiple personality manifestations are often associated with cases of possessions."

"Look, it's not just the drawings. I saw a tape of her. She was speakin' a half-dozen languages. One of 'em was Romanian. She was yelling about being chosen. She's not a demon, Wes. She's a vampire slayer."

_**Meanwhile (Rome)...**_

"Come on Jenne, you can do better than that," Max taunted as she sparred with one of the potentials-turned-slayer. Jenne scowled and lashed out. Max blocked her punch but she quickly followed with a knee to Max's stomach. Max smirked and landed a kick to Jenne's side. She grunted and attempted to sweep her feet out from under her. Max jumped and flipped over. Without turning around, Jenne kicked back. Max caught her foot and flipped her over. She twirled in midair and landed on her feet, back in her fighting position. Max grinned. "Excellent." She gave her a high five. Jenne returned her grin.

"Thanks," she said happily.

"Who's next?" Max called out to the other slayers. A few were already training with Faith and Alec and the rest were working out using the equipment. Caridad stepped away from a punching bag andwalked onto the mat with Max. Max grinned. "Alright, let's go Carrie." Caridad smiled slightly at the nickname and dropped into her fighting position.

They circled each other for about thirty seconds before Caridad made the first move. She kicked out at Max's knee, but Max easily raised her leg to block it. Max used a right hook but Caridad blocked it and held on to her fist. Max twirled around so her back was to her and elbowed her in the stomach. She didn't let go of her fist and Max followed with an attempt at backhanding her face, but Caridad grabbed her otherfist as well. Max quickly flipped her over and onto her back. She held out her hand to help her up. Caridad accepted it and Max hauled her to her feet. "Good fight, Carrie. Next time try using my momentum to flip me over also." Caridad nodded and walked off the mat.

Max walked over to her bottle of water that was resting on a chair against the wall and took a sip. As she recapped the bottle her gaze fell on Giles and Andrew across the room. Giles was teaching Andrew how to fence. She laughed softly at the sight. A few months ago, Andrew could barely hold a sword without complaining about swimmer's ear when someone tried to fence with him. Now he could successfully hold his own against Giles. At least for a little while.

_I've never tried fencing..._Max thought. _Might be fun..._She walked over to the giant rack that held all the sharp, pointy weapons and chose a sword. She twirled it around a few times, getting the feel of it.

"Maxie wanna fence?" Alec's voice came from behind her. Max smirked and turned to face him. She held the point of the sword against his neck. He didn't even blink.

"I was just thinking about learning to do that. Think you could teach me?" she countered. Alec returned her smirk and simply swatted her sword away and held up his own.

"Sure thing. But I must warn you," he said with faux-drama. "You're in for countless hours of brutal training..." Max rolled her eyes and crossed her sword with his.

"Let's get fencin' already, 'kay?" she interrupted. Alec closed his eyes and waggled his finger at her.

"Patience, young grasshopper," he replied. Max stared at him incredulously before bursting out laughing.

"Come on Master, let's cut to me kicking your ass," she taunted. Alec's eyes snapped open and he gave her a challenging look.

"Bit big-headed for someone who's never technically fenced," he said. Max cocked an eyebrow at him and arched her arm so her sword was parallel with her shoulder.

"I'm a fast learner," she replied, smirking. Without replying, Alec swung out with his sword. It hit Max's with a loud clang.

"Let's see exactly _how_ fast..." Alec said calmly. He slowly put his right leg back then twirled so he brought his sword down on the other side of Max's. Her face became expressionless as she watched. Alec brought in his sword, close to his chest and glanced at Max, signaling for her to do the same. She copied his posture and then moved parallel with him in a series of exercises.

When they finished, Max faced Alec with a smile that showed her surprise. "When did you learn to use a sword like that? The basic beheading and all, I get. But this is different. It's not like Manticore taught it. When'd you learn?" Alec shrugged.

"First few months while we were here. Had to so I could help train the new slayers," he explained. "I would've asked you to join me but you were more preoccupied with Sp..." His eyes widened as he realized what he was about to say. Max's smile swiftly disappeared off her face and her eyes clouded slightly, becoming more dazed. "I-I'm sorry Maxie. I shouldn't have..."

"It's okay," Max quickly interrupted, forcing a smile back on her face. "I-It's fine. I don't mind." She looked anywhere but at Alec as she put her sword back on the rack. "I'm gonna go...rest." She walked out of the room as fast as she could without resorting to blurring. Alec bit his lip and sighed.

"Great job being a friend Alec..." he muttered to himself.

Max kept her head down as she walked up the stairs. She nearly crashed into Buffy who was on her way down.

"Max, you okay?" she asked. Maxexhaled slowlybefore letting a small, genuine smile onto her face.

"Yeah, I'm alright," she answered. Buffy returned her smile but was still unsure.

"Well, I just got a phone call from Los Angeles," she explained. "Could you help me round up the others?" Max nodded.

"Sure, I was just on my way up to my room...but it can wait," she replied. Buffy nodded and they headed back down the stairs.

Buffy stood at the head of a table in a conference room. Max, Alec, Faith, Giles, Dawn, and Andrew filled the chairs around it.

"I just got a call from Wesley at Wolfram & Hart," Buffy began. Giles rolled his eyes but didn't say anything. Buffy glanced at him before continuing. "Seems they got a problem. There was a mentally ill girl in a psychiatric ward. Apparently that spell we did back at the hellmouth caused her to become one of the many full-blown slayers." The others' eyes widened.

"You mean..." Dawn began.

"Along with her mentally unstableness, she's got inhuman strength which she's now using to kill or just hurt people," Buffy finished.

"Damn," Faith said. "Take it they need our help?" Buffy nodded.

"We don't need to send everyone, though."

"Andrew," Giles said suddenly. Andrew turned to look at him in shock. "You've been doing well. It would do you good to go out in the field." He looked to Buffy, who shrugged.

"Hell, if he's up for it..." she replied. A boyish grin appeared on Andrew's face.

"Oh, thank you Mr. Giles, and Buffy. It's very considerate of you to give me this chance. It's like..." he began.

"If you're about to make some cult reference, I'm gonna stop you there and just remind you of the basic guidelines," Buffy interrupted. Andrew scowled for a millisecond before his boyish, eager grin was back. "First, don't let on that we don't exactly trust them, but help in any way you can. If you encounter any trouble, scream in that girly way of yours and Max and some slayers will help you." Andrew just nodded while Max's eyes suddenly snapped to meet Buffy's.

"Excuse me? What was that last part?" she asked. Buffy sighed.

"I think it'll do you some good to travel around, get out of this giant slayer-training house," she said. Max scoffed.

"I'm all for traveling around," she argued. "But this is all the way back to the west coast. All the way back to where..." She took a deep breath. "Where Spike died." The room was silent for at least a minute before Buffy cleared her throat.

"Max, trust me, it'll be good for you,"she said. Max opened her mouth to reply but Faith swiftly covered it with her hand.

"She'll be delighted to go," she answered for her with a smirk. Max rolled her eyes but didn't argue any more.

"When we leaving?" she asked, voice still muffled by Faith's hand. Buffy smiled, glad she was going.

"Soon as possible. Now."

_**Back in LA (Warehouse)...**_

Dana was looking out the windows toward the Los Angeles city lights when Spike walked up behind her.

"Likin' the view, are we?" he sighed. "What say we have a nice, quiet chat...about mistreating little girls...demon to demon." He changed into his vampire face. Dana turned to face him, seeing his transformation, and grinned sadistically. "What are you grinnin' at?" Dana didn't answer but swung her bone saw at him. Spike stepped back, avoiding her blows and mocking her. "Oh, yeah. Look at the big, bad demon hidin' inside the helpless little girl." He knocked her bone saw away and kicked her into a pile of debris. "Why don't you come out of there and we'll have a proper go, mate." Dana pushed herself out of the debris and picked up a splintered fragment of wood as she stood. "Or you could do that..."

Dana repeatedly tried to stake Spike, grunting loudly with each forceful thrust. He ducked and managed to avoid the blows. He rolled out of the way, but she punched him in the head when he stood. She pinned him against a post and tried to stake him again. He caught her hands before she plunged the stake into his chest. She growled in Chinese. Spike cocked his head to the side and grinned.

"Sorry, luv. I don't speak Chinese," he said before punching her in the face and kicking her away. They continued to fight until Dana threw him out a huge window.

He landed face-down on the pavement outside the warehouse just as Angel drove up. He stopped his car and got out just as Spike slowly stood up.

"What happened?" Angel asked. Spike smirked.

"Oh, I just thought I'd see what it was like to bounce off the pavement," he replied sarcastically. He glanced at the ground. "Pretty much what I expected."

"Stay out of it," Angel ordered. "Tactical's on the way."

"Oh, right. Sure she'll hang around till they show up."

"You should've waited," Angel snapped angrily.

"Hey, keep your knickers on. Least now I know what we're dealing with," Spike replied. Angel looked at him expectantly. "It's a Chinese demon. Maybe a water dragon or one of those elemental thingies." Angel sighed, rolled his eyes, and walked away. Spike stared after him. "What?"

_**Wolfram & Hart...**_

Angel and Spike walked off the elevator and into the lobby.

"A psychotic vampire slayer," Spike said. Angel rolled his eyes.

"How many times you gonna keep sayin' that?"

"Just tryin to wrap my lobes around it. A psycho slayer."

"And you let her get away."

"At least I was trying to stop her."

"And how'd that work out?"

"At least I know the game, now, don't I? I killed two slayers with my own hands. Think I can handle one that's gone daft in the melon."

"You're not _handling _anything, Spike. Ok? Wes contacted Buffy. They're sending their top guy to retrieve her," Angel explained. Spike suddenly stopped walking and got a weird look on his face. "What?"

"Top guy? Could be a girl too, ya know. As in..." he trailed off and Angel gave him a slightly sympathetic look.

"I don't know if it's Max. For your sake I hope it is. I don't get why you never told her you were back in the first place," he replied. Spike rolled his eyes.

"Because I _died _saving the _world_, alright? I can't just call her up and be like 'hey, didn't burn up into a pile of dust like ya thought. Wanna have some tea?'," he held his hand up to his ear as if indicating a phone as they walked into the conference room. Wesley, Gunn, Fred, Lorne and an additional person were waiting.

"Angel, we were just about to..." Wesley began. The other person turned around in his chair. It was Andrew. He was wearing a suit and tie and holding a pipe. His eyes widened when he saw Spike.

"Spike?" he dropped the pipe. Spike groaned.

"Oh, for the love of..."

Andrew stood. "Spike?" he repeated before running towards him, touching his shoulders. "It's you! It's really you!" he hugged him, sobbing. "My therapist thought I was holding onto false hope, but...I knew you'd come back." He sniffled and released Spike from the hug to look him in the eyes. "You're like...you're like Gandalf the White, resurrected from the pit of the Balrog." He touched Spike's face. "More beautiful than ever." He hugged him tightly around the neck. "Ohh, he's alive, Frodo. He's alive." Angel smirked.

"So...you two know each other?" he asked. Spike launched a glance at him. Andrew stepped back from him, sniffled, then straightened his lapels.

"Uh, yeah. We saved the world together. I mean...Buffy and the transgenics helped, but...it was mostly us," he said. Then his eyes widened. "Oh my...Max! She'll be so glad to know you're alive! You should've seen her during those first few months after you went all pillar of fire down in the hellmouth." Angel gave Spike an I-told-you-so look and Spike winced.

"Um...I didn't mean..." he began.

"Why don't we save that stuff for later and just focus on containing this psychotic superpowered killing machine?" Angel interrupted before walking around the table and sitting next to Wesley.

"Yes, we were just about to bring everyone up to speed on slayer mythology," Wesley added.

"I'll take it from here, Pryce," Andrew replied, trying to make himself appear taller. "Best they hear it from an expert." Wesley rolled his eyes but stifled his scoff and leaned back in his chair.

"Please...enlighten us," he said.

"Gather around and attend to a most unusual tale...a tale I like to call...The Slayer of the Vampyrs," Andrew began. He rested his chin on his hands, paused for thought, then cleared his throat. He walked around the table. "Eons ago..." He looked at Gunn. "On the dark continent, three wise elders decided to fight evil with a taste of its own sinistro." He put his hands on Fred's shoulders. "They took a young girl, and they imbued her with the powers of a demon." He crooked his forefingers above Fred's head, forming makeshift horns. "Thusly, the first Slayer of the Vampyrs was born. But alas, the existence of a slayer is often brutal and short-lived. And the 'primitive', as she was called, boasted no exception. But...the elders had foreseen this inevitability and...devised a way for her power to live on."

"In every generation, one is chosen," Fred supplied.

"Yes, attractive, slender woman," Andrew replied. Fred rolled her eyes. "There are many potentials, as we experts call them."

"Hundreds...maybe thousands per generation."

"Each of them experiencing vivid dreams...some say nightmares...of the heroics of past slayers. But only one can be chosen." Angel frowned and scratched the back of his head.

"That's...uh, really great. But we...actually already know all that," he said.

"You think you know, my good man. You think you know," Andrew replied before he lit his pipe, smoked it, and followed with a hacking cough.

"Uh, wait. If there's supposed to only be one slayer, what's little miss-whack-your-head-off doing scampering around town?" Lorne asked.

"Little Sunnydale surprise," Spike muttered as he leaned against the wall. Andrew sat down in a chair.

"About five months ago, Buffy, Vampyr Slayer extraordinaire, had her lesbian witch make with the _beaucoup de magie_. One light show later..." he continued.

"All the potentials become slayers," Angel finished.

"An army of slayers," Wesley said, obviously amazed. "Brilliant stratagem. But with the watcher's council destroyed, how will these new slayers receive their necessary..."

"Mr. Giles, Max, Alec, some other transgenics and a few key Sunnydale alum have been tracking down the recently chosen...guiding them, training them, giving them the full X-Men, minus the crappy third act. But this Dana girl-she's an anomaly that no one could have foreseen-tortured, traumatized, driven insane by Yoda knows who..."

"And then the dreams of demons and superpowers she's always had suddenly became real," Angel added.

"The dreams of slayers are usually just that-dreams. But Dana's mental instability may be making them appear more real," Wesley said.

"My thought exactly, Pryce," Andrew replied, smiling. He took a small red notebook out of his breast pocket. "I see Mr. Giles may have been wrong about you..." He wrote something down, not noticing Wesley give him a questioning look.

"Explains why the skirt was yappin' at me in Chinese. Must've thought she was the slayer I took out back in the Boxer Rebellion," Spike said. Angel gave him a look.

"You mean the one you murdered?" he asked.

"Well, I didn't have a soul back then, did I?" Spike countered.

"Right, 'cause having one now is making _such _a difference," Angel retorted sarcastically. Andrew held his finger up.

"Might I add that while Spike here didn't call Max when he should have after claiming to love her...in his defense, he hasn't murdered a slayer since, has he? I would've known about it, being the top, informed guy that I am," he said with another boyish grin.Angel gave Spike another I-told-you-so look. Spike rolled his eyes.

"I think I can make my _own _defense argument, thanks," he snapped. Andrew just raised an eyebrow. "I already explained to Peaches here why I didn't call Max. I had to wait for the right moment, didn't I? I couldn't just call her after dying all heroic, saving the world and all... You corporates go ahead with your talky-talk. Anybody needs me, I'll be out doing _his _job." he nodded towards Angel and left the room.

Andrew's grin widenedsuddenly and called after him, "Since you didn't call Max...it makes me wonder if you'd evenlike to know that she's here in LA." Spike stopped walking immediately and turned around. His expression was a mix of worry, surprise, fear, and happiness.

"She...she's here?" he asked softly. Andrew's grin grew even wider.

"I knew that would get your attention."

**A/N-Again, sorry it took so long. School's been really awful lately...Thanks for all the reviews! I don't think I've ever received that much for one chapter ;o)**

**RavynJensen-Luv ya too ;o) Max will see Spike in the next chapter...**

**Angel Of Darkness231-Lol. Guess I'll have to update soon then, huh? ;o)**

**mel11-Thanks ;o) I'll try to update sooner.**

**willow98002-I'm glad you're being open-minded and I hope you enjoy this story ;o)**

**Sky Angel-Lol. Thanks. Little jigs are fun ;o)**

**nights-ether-Lol. Maybe. I'll see if I can write her convincingly or not first, though. She may end up a pile of dust...ya never know ;o)**

**Cora-Thanks. Don't worry, she'll be seeing him in the next chapter ;o)**

**Lozz422-Thanks. I hope you enjoy the rest of it ;o)**

**cc-Thanks ;o)**

**in love with dis story-Thanks a lot ;o) I'll do my absolute best. **

**LadyV77-Thanks ;o) I always loved it too. Don't worry, you didn't miss anything. The transgenics, Buffy, and the rest were just able to score a bunch of money to buy it. It'll be explained more later on if need be. **


	3. Chapter Two

_**Los Angeles Livin'**_

**Disclaimer-Anything that you recognize isn't mine. **

**Summary-Sequel to California Trippin'. Crossover with Angel and Buffy the Vampire Slayer. Spike was dusted during the battle with the First. Still grieving over him, Max joined Buffy, Dawn, Giles, Andrew, Faith, and Alec in going to live in Europe. But when they receive news of a slayer in desperate need of help and send Max and Andrew to check it out in LA, they encounter someone they thought they'd never see again. **

**Pairings-Max/Spike, Faith/Alec, Fred/Wesley, Buffy/Angel. There will probably be more pairings as the story goes on. **

Chapter Two

Angel and the others were still going over plans in the conference room, minus Spike and Andrew.

"Maybe Spike was right," Angel began. "Maybe we _should _just go out there and look for her."

"And do what, exactly? Kill her? What's happening isn't her fault," Fred replied as she typed something on her lap top computer. Gunn was flipping through files.

"She's _non compos mentis_. Not that it'll matter when she's staking you through the heart," he added. Angel rolled his eyes.

"All right, look, we know that she's been sighted at these locations since her escape. Tactical's doin' a non-engagement sweep, but they'll have to cover at least 60 blocks," he explained.

"That'll take days, if we're lucky," Fred commented.

"We have to narrow it down. Witnesses said she was looking for something. We have to find out what."

"Why not start at the source?" Lorne suggested.

"The asylum?" Wesley asked. Lorne shook his head.

"No. Where this all started for _her_. She was abducted from home, right?"

"That was over 15 years ago," Angel reminded.

"Houses have long memories, Angel cakes," Lorne replied. "You just gotta know how to get them to talk." Angel sighed.

"Fine. Set it up. But let's get Andrew in on this, see if he knows...anything."

"Um...he's not here. I think he went after Spike," Fred told him. Angel growled in frustration.

_**Docks...**_

Spike was walking down an alley by the docks when he suddenly stopped and looked to his side.

"Right. We can play cat and mouse all night," he said before pulling Andrew by the lapels out from behind a fence. "Or I could wedgie you unconscious and be done with it." Andrew smiled nervously.

"Bravo. I see your heightened senses haven't waned, along with your Viggo Mortensen pectorals," Andrew replied. Spike rolled his eyes and walked away.

"What are you doing here, Andrew?" he asked. Andrew fell in step with him.

"This is where the action is, bro. On the mean streets. Can ya dig it?" he answered. Spike rolled his eyes again.

"Go back to Wolfram & Hart," he said curtly.

"You're obviously upset about that little bit of information I told you."

"I just want some time to think...and to look for that damn slayer."

"Thought you could use some company," Andrew replied before opening his overcoat to reveal several guns in the lining. "You're not the only one that's changed. Mr. Giles has been training me. I'm faster, stronger, and 82 more manly than the last time we..." He tripped over something and fell to the ground. He looked over to see what had caused his fall and saw a man whose throat had been slit. Andrew opened his mouth and screamed...like a girl.

_**Meanwhile (Elsewhere in LA)...**_

Max paced back and forth outside her hotel room, biting her nails. One of the slayers that was waiting with her, Halley, fidgeted with her hands and sighed.

"Could you please stop doing that? I don't even really know what we're doing and to have you being all nervous like that..." she trailed off, letting Max get the point. Max took a deep breath and then sat down next to her.

"Sorry," she mumbled. "And it's not that I'm nervous...I'm just anxious to get outta here. And all we're gonna do is follow Andrew once he leaves Wolfram & Hart, 'kay?" Halley nodded. A beat passed. "How long does it usually take slayers to gear up lightly and then get their asses out of a hotel?" Halley shrugged.

"Depends on how much time you actually give them in the first place," Gwen answered. Max rolled her eyes and stood up again, leaning against the wall.

"Can one of you go tell them to hurry up?" Max asked the six other slayers. One nodded and got up just as the remaining four slayers arrived. Max moved to stand in front of them with a scowl on her face. "Next time, if you take that long, we're leaving without you and you'll have to find another way home. Got it?"

"But we needed to put on our make..." one of the slayers began. Max got in her face, eyes blazing.

"Did I _ask_ for you explain your complete boneheaded rudeness?" The girl shook her head, more afraid of Max then she let on. "Then don't be telling me crap I don't need to hear." She turned on her heel and led the way to the elevator. The girl turned to the others.

"Was she really that angry about us being late?" she asked nervously.

"Not all of it. She's apparently _really _anxious to get out of here," Halley explained.

"Stop yapping and let's go..." Max called back. The slayers immediately rushed over to her.

"Sorry," they all mumbled. Max's face softened and she took a deep breath.

"Me too," she replied softly.

* * *

Max and the slayers waited on top of a building across the street from Wolfram & Hart. They were taking turns watching it to see when Andrew would come out. A man with a long leather coat walked out but Max didn't bother to see exactly who it was. She groaned and switched places with a slayer after another 10 minutes had passed.

"What is he _doing _in there that would take this long?" she grumbled. Gwen looked at her.

"Really impatient tonight, aren't you?" she asked with a smirk. Max rolled her eyes.

"Just a tad," she replied sarcastically.

"Well, you don't have to wait too long anymore. Andrew just left the building," a slayer informed. Max smiled.

"_Finally_." She turned to the slayer. "Which way did he go?" The girl pointed west and Max led the way, keeping Andrew in sight.

They reached the docks a little while later. They continued watching Andrew until he started walking with another man, the one wearing the leather coat.

"Is it just me or does that guy have white hair?" another one of the slayers asked. Max, who had been staring at the sky instead of Andrew, turned to look. Just as her eyes fell on him, he dropped out of sight and a loud, girlish scream pierced the air.

"Finally, something to do," Max exclaimed before turning to the other girls. "Stay here, I'll go check it out." She leapt to the next roof to get closer and then jumped down in front Andrew and the other man.

* * *

"Bloody hell!" Spike cried out as raven-haired woman jumped down in front of them. She was still in a crouched position, with her shoulder-length curly hair partly covering her face.

"That's not Dana is it?" Andrew whispered fearfully to Spike. Spike rolled his eyes.

"No, you nitwit, it's..." he began. The woman slowly raised her head, her hair falling back into place. "Oh my...Max?" He swallowed.

"Oh, Max. How are you? What are you doing here?" Andrew asked. Max stood up and cautiously walked towards them. "I thought the plan was that if I show any signs of being in trouble, that would be when you stepped in."

"The plan was that if you scream like a girl at any moment, _that's _when I come to check on you," she replied, not taking her eyes off Spike. "Who is this?" Her voice was tight and constricted. Spike swallowed again but gave her a questioning look, as did Andrew.

"Max, my transgenic friend. Don't be silly. This is Spike. He's not dead like we thought. At least, not as _much_," Andrew explained. Max swallowed hard and her eyes began to tear up.

"No," she said simply.

"What? Max...it's me," Spike took a step closer to her but she quickly backed away.

"No," she repeated as her tears fell down her cheeks in a steady stream. "You're _not _him. You can't be. Spike died. He's not here. He left me." She ran a shaky hand through her hair as Spike watched, biting his lip.

"Luv..." he reached out to touch her and she swiftly backed up again.

"Don't touch me!" she screamed. Spike winced and quickly brought his hand back. "Spike isn't here, Spike isn't here. You're _not_ him. Spike wouldn't have been able to get out of the hellmouth. That's what everyone told me...when I cried over him for weeks...months...Spike wouldn't come back...Spike wouldn't be willingly walking around with Andrew."

"Hey!"

"AND SPIKE WOULD HAVE TOLD ME HE WAS ALIVE!" Max shouted. Spike felt an overwhelming feeling of guilt.

"Max...please..." he begged. Max wrapped her arms around herself and stared at his feet, eyes wide.

"You're not in trouble..." she said to Andrew in a monotone. "I don't need to be here..." She glanced up and finally met Spike's eyes.

"Please...Max...don't..." he began as Max took a few slow steps backwards before rushing off and then climbing back up the building she had jumped from. "...go..." He started to go after her but a sudden, strong smell caused him to stop.

"You okay Spike?" Andrew asked. Spike didn't answer him. He just sniffed the air but kept his eyes trained on the spot where Max had been. Andrew copied his sniffing. "What's it smell like? Blood, I mean."

"Metallic, sorta," Spike answered, but his voice was constricted and it came out sounding pained. "Ever taste a penny?"

"No...Wait...no."

"Well that's how it smells..." Spike made a quick swiping motion at his eyes before turning back to Andrew. "It's stronger over here..." He began to walk away and Andrew hesitated before following him.

"You just have to talk to her, ya know," he called out. Spike stopped walking and whipped around. "You'll have to sit down with her or something, before we go back to Rome. I'm not exactly the best guy to be talking to about this..."

"I'm not the one doin' the talkin'," Spike retorted before heading off again. They came to an alley and Spike slowed his pace. "So it's true then. Max is living with you and the Scoobies?" Andrew nodded.

"Yup. And Alec, too, since he's with Faith. Willow, Kennedy, Jondy, and Krit are in Brazil. Xander's in Africa with some other transgenics. All trying to round up and train the new slayers," he explained.

"Is she happy?" Spike asked, voice pained once again. Andrew glanced at him.

"_You _saw and heard what she said. Take a number," he replied. Spike growled softly. "If you want, I can talk to her for you. I'm really good at the...uh, delicate personal..." Spike stopped walking and turned to face him.

"I think I can handle it on my own, thanks," he replied.

"Got it. You're a loner...playin' it cucumber, as in 'cool as a...'"

"Just keep your mouth shut."

"No problem, brother. You're a troubled hero. Creature of the night. _El creatro del noche_."

"Please stop."

"Living by his own rules. Unafraid of anything or anyone..." Spike growled at him. "And shutting up is a go..." Spike sniffed the air again. "What's wrong?"

"Blood. Smells stronger again."

"Like nickels?"

Spike ran around a corner, following the scent. Andrew ran after him. They found themselves in another alley where 55-gallon drums were being stored.

"Dead end..." Andrew commented. Spike ignored him as he inspected a bloody streak on the alley wall.

"It's her blood," he stated softly.

Dana appeared in the alley. She punched Andrew in the head, knocking him out. Spike punched her into a drum. She stood up and landed a punch and a kick to his body. He smashed her head into another drum. She retaliated by elbowing him in the stomach. Spike swung her by the arm across the alley. As they continued to fight, Andrew stood up and pulled a gun out of his jacket. When Dana knocked Spike down, Andrew aimed the gun at her and fired. Dana easily dodged the dart. Andrew paused to reload but Dana kicked him in the face, knocking him down again. She ran past him and out of the alley. Spike got to his feet and ran after her.

Spike lost sight of her but came across a doorway. He paused, then turned to look inside and decided to follow the hallway. After he descended the stairs at the end of the hall, he found himself in a basement. Dana was standing in the middle of the room.

"All right. No running away this time. Got your scent locked in now. Could track you for miles," Spike stated as he walked cautiously towards her.

"No escaping," Dana replied softly.

"That's right. No escaping," Spike repeated. "Now, all the same...don't wanna hurt you."

"Doesn't hurt if you hold still."

Spike exhaled, baffled. "Right..."

"Heart...and head. Have to get home. Doesn't hurt if you hold still." Spike chuckled.

"You're a real sack o' hammers aren't ya? Hey...don't worry. I used to date a girl that wasn't completely there..."

"Heart...and head. Stab the heart, cut off the head. Only way to be sure."

"That's slayer talk, isn't it?"

"Keep cutting til you see dust."

"Right. Let me explain. You got visions. Right? Vampire slayermemories kickin' around in your head. Which is tough... 'cause it sounds like you're past the midnight on the crazy clock anyway."

"Please, don't," Dana replied, cowering. "I have to get home to my son...my Robin."

"Robin?" Realization dawned on him. "Oh. Hey, you must be talkin' about Nikki, the slayer I offed back in..." Dana looked up at him. "Uh, yeah. You probably don't want to think about that, pet."

"William the Bloody," Dana stated with an accusational tone. Spike shook his head slowly at her.

"No. No. No. That's not gonna lead _anywhere_ good. You want to focus on what's real."

"Head and heart. Don't be scared."

"Now, we're gonna..." Dana kicked him, knocking him to the ground. She quickly bent over him and plunged a needle into his neck. Spike grunted in pain as she squeezed the plunger. He punched her, knockingher off of him. He tried to get to his feet but was clearly disoriented and weak. "You little minx..." He was breathing erratically. "What did you do to me?"

"Yellows make you weak. Not weak anymore," Dana said before punching Spike repeatedly.

"Ohh! Ouahh!" Spike cried out as he fell to the ground. "All right. Now you've made me mad."

"Don't cry, they can't hear you." Dana pulled Spike's leather jacket off of him, rolling him onto the ground. She grabbed him by the arm, dragging him across the room. She deposited him at the base of some pipes. She chained him to them. "Daddy's gone. He can't hear you." She walked away.

"Goin' down...luv," Spike slurred. "One way or...hmm." Dana came back to him carrying a box of syringes.

"Piece by piece," she said as she prepared a syringe. "Yellow makes you weak. Brown makes you sleepy." Spike inhaled.

"Oh...no..." he began to pass out.

"Can't hurt me anymore..."

"You crazy little...I never..." Spike couldn't hold his head up so he rested it against the pipes, leaning it towards his right shoulder.

"Shh! Hold still...Count backwards...10...9...8...7..." Spike's vision became increasingly blurry before he blacked out completely.

* * *

Andrew woke up and stood, shakily. "Max..." he rasped. "Max." His voice became stronger. "Max!" Someone tapped his shoulder and he spun around, screaming. Gwen gave him an amused look.

"It's just me, tiger," she greeted. Andrew swallowed and touched his fingers to his head. He drew them back and saw that they were covered with blood.

"Where's Max?" he asked. Gwen nodded her head to the side. Andrew glanced over and saw Max crouched down, leaning against a wall, rocking back and forth. "Max!" Her head shot up and moonlight graced her face, showing that it was very tear-streaked. "We need to go back to Wolfram & Hart. She got him. Dana got Spike." She slowly stood and walked over to him.

"You're hurt," she stated. Andrew nodded. "The crazy slayer hurt you...and I didn't hear your scream...Did you scream?" Andrew exchanged glances with the slayers.

"Was she like this the whole time after she saw Spike?" he asked. They nodded.

"So _that's _why she was acting all crazy..." Halley realized. Max looked at her.

"I am _not _crazy," she stated. The others just raised their eyebrows. Max turned back to Andrew. "The Dana girl took Spike?" Andrew nodded again. "Then I'll go with you to Wolfram & Hart. Slayers, follow us but don't let yourselves be known." The girls nodded and they headed off.

* * *

A groggy Spike faded into consciousness. He looked around, his vision still blurry, his speech still slurred. "What'd you do..."

"Shh! Stay quiet...I'll let you go."

"You're homicidal," Spike replied, breathing heavily. "What did you do...to me?"

Dana was holding the bone saw. "Losing all your pieces. Not weak." With disturbed breathing, she glared at Spike. "Can't touch me anymore." Spike lifted his bandaged arms, realizing his hands had been removed at mid-forearm.

"Oh, god..." Spike said softly. "Can't feel...mmy..."

Dana punched him in the face. "No!" she shouted before her voice took an emotional turn. "No more daddy...no more mommy...no more hands. Can't touch me ever again."

"I _never _touched you," Spike tried to protest again. Dana punched him.

"Shh!"

"Stop. Stop. You've got it all wrong. Your brain's all jumbled. I never hurt you. It wasn't me. I've done my share of bad, but you're not one of 'em. It's someone else." Dana stared at him, a weird expression on her face as if she were remembering something. "You've got me confused with another man. Visions...are mixing...with your real memories...all right? Got 'em stuffed in your head. Other slayers, other places. New York...China..." Dana began to speak in Chinese. "Yeah. That's what you're remembering-other slayers."

"You killed her."

"Yes..." Spike confirmed sadly. "I did, but..."

"You killed them both," Dana interrupted.

"That and worse," Spike whispered hoarsely. "But I was never _here_." Dana punched him repeatedly in the face.

"Doesn't matter! Head and heart. Keep cutting til you see dust." She wielded her bone saw as she kneeled over him. Someone picked up Dana and threw her across her room. It was Angel. Dana got to her feet and Angel tried to reason with her.

"Dana...look, I'm here to help you. The man who tried to hurt you? His name is Walter Kindel. He tried to rob a liquor store five years ago, and the police shot him. He-he's dead, Dana." He slowly approached her.

"Hold still," she said, breathing shakily.

"He can't hurt you anymore," Angel continued.

"Can't hurt me, not weak anymore," Dana repeated.

"That's right."

"Strong. Slayer," Dana stated as she charged Angel, kicking him in the chest. They fought in hand-to-hand combat, and Dana kicked him across the room. They continued to trade punches and kicks, knocking over the little furniture that remained in the room. Finally, Angel grabbed her around the neck from behind and turned her to face the door.

"Now!" he shouted. Three tranquilizer darts hit Dana in the chest. She passed out and collapsed to the floor. Wesley walked over to Angel's side, and they stood over her.

Max looked around the room and spotted Spike's arms on a nearby workbench.

"Oh my god..." she breathed. Angel heard her and his eyes widened as he caught sight of Spike without his arms.

"Get the med team in here! Now!" he shouted. Spike sighed in relief.

* * *

"Get it prepped," Fred said into her cell phone as the paramedics wheeled Spike on a gurney into the ambulance. "Put surgical on standby. We'll be there in ten minutes. Oh, for god's sake! Tell the shaman no cadavers." She sighed and glanced at the medical transport cooler. "We've got his hands." She got in the ambulance with Spike. Max watched from a distance, fidgeting.

"Sure you don't want to go with him?" Angel appeared with Wesley as they escorted Dana's gurney out of the basement along with a group of armed guards. Max opened her mouth but hesitated and closed it. Angel gave her a concerned look. She opened her mouth again but was interrupted by Andrew walking up.

"I'll take it from here," he stated.

"What?" Angel asked in disbelief.

"Totally 'preciate your help on this one, big guy. Never could've found her without you, but you got enough of your own problems to worry about," Andrew continued.

"Get outta the way, Andrew."

"She's a slayer...that means she's ours."

"Yeah. Sorry. Not how it works," Angel turned to the guards. "Load her up. Don't hesitate to tranq her if she so much as..." Andrew stood up in Angel's face.

"No. I don't think you...heard me, Angel." The twelve slayers came out from behind some old cars and buildings, walking up to him. "Think we're just gonna let you take her back to your evil stronghold? No. We're not gonna let you."

"She's psychotic. And I'm _not_ turning her over to...you."

"You don't have a choice. Check the view screen, Uhura. I got twelve Vampyr Slayers behind me, and not one of them has dated you. She's coming with us, one way or another."

"You're way outta your league. I'll just clear this with Buffy." Andrew scoffed.

"Where do you think my orders came from?" Angel's expression faltered slightly. "News flash-no one in our camp trusts you anymore. You work for Wolfram & Hart. Don't fool yourself...we're not on the same side. Thank you for your help...but, uh...we got it." Andrew gestured to the girls to get Dana. He looked at Max, who was still watching the place where the ambulance had been. "Uh...Max?" She slowly turned to look at him.

"I'm staying," she stated firmly. Andrew and the slayers gave her identical looks of disbelief. "I have some things to take care of. As do you. Take Dana back to Rome. Inform Buffy. I'll be waiting for her call." Andrew sighed but walked away with the other slayers, leaving Max with Angel and Wesley.

"So that's it? You're just gonna let them take her?" Wesley asked. Angel glanced at Max before answering.

"She's one of theirs. They can handle it. Besides...you heard the man. We've got enough problems of our own to worry about."

* * *

Spike was sitting in a hospital bed wearing a white hospital gown with his arms reattached, but bandaged. Angel walked up to the doorway. Spike scoffed.

"Come to tap-dance on the patient, have we doc? I'd give you the finger, but apparently I won't have the motor skills until the drugs wear off," he said. Angel walked up to his bedside.

"A lot of pain?" he asked.

"More than I'd like. But not as much as you would. Just what I deserve." Angel sighed.

"I didn't say that."

"No. I did. The lass thought I killed her family. And I'm supposed to what, complain 'cause hers wasn't one of the families that I _did_ kill? I'm not saying you're right...cause uh...I'm physically incapable of saying that. But uh...for a demon...I never did think that much about the nature of evil. No. Just threw myself in. Thought it was a party. I liked the rush. The crunch. Never did look back on the victims."

"I couldn't take my eyes off 'em. I was only in it for the evil. It was everything to me. It was art. The destruction of a human being." He laughed humorlessly. "I would have considered Dana a masterpiece."

"What happens to her?"

"I dunno. Andrew and some of the new slayers took her. Didn't trust us to help her."

"Andrew double-crossed us? That's a good move," Spike replied, chuckling. "Hope for the little ponce yet." His head suddenly shot up and he looked over at Angel. "Max...did she..."

"No. Said she had some things to take care of...she's staying for... I don't know how long," Angel answered. Spike sighed and looked back at his arms.

"Figured as much..." he paused for a beat. "The tingling in my forearms tells me that the slayer's too far gone to help. She's one of us now. A monster."

"She's an innocent victim."

"So were we...once upon a time..."

"Once upon a time," Angel repeated softly.

"Everyone is, at least once in their lifetime," Max's voice rang out as she stepped into the room. Spike's eyes widened and he glanced quickly at Angel, who smiled.

"I think I'll leave you two alone..." he slowly walked out.

"You cowardly poof," Spike grumbled. Max stared into his eyes.

"Don't worry Spike. We just need to talk. I won't hurt you." Her eyes suddenly blazed. "Much." Spike gulped.

**A/N-Tee hee. Hope you like this chapter. Review please! **

**Lozz422-Hope you enjoyed the part one of the reunion. The Big Talk will be coming up next ;o)**

**RavynJensen-Lol. Don't worry, Alec will be coming back in soon. Most likely not in the very next chapter but I promise he'll come in the one after that, at least. Love the name by the way ;o) I hadn't realized that was what it meant...**

**LadyV77-Thanks ;o) More of Max's hell ranting is coming up next...**

**Doza-Thanks ;o) I would've written it from the season premiere and onwards but not a lot would have changed. Only, instead of asking about Buffy, Spike would ask about Max...and Spike would NOT go off and shag Harmony as soon as he became corporeal. **

**Sky Angel-Thanks. I liked that part too ;o)**

**nights-ether-Thanks ;o) I always liked Andrew on the show.**

**Cora-Mopey Max can be a little dull...but she always gets over it ;o)**

**Angel Of Darkness231-Thanks a lot ;o) There'll be more of them coming up...**


	4. Chapter Three

_**Los Angeles Livin'**_

**Disclaimer-Anything that you recognize isn't mine. **

**Summary-Sequel to California Trippin'. Crossover with Angel and Buffy the Vampire Slayer. Spike was dusted during the battle with the First. Still grieving over him, Max joined Buffy, Dawn, Giles, Andrew, Faith, and Alec in going to live in Europe. But when they receive news of a slayer in desperate need of help and send Max and Andrew to check it out in LA, they encounter someone they thought they'd never see again. **

**Pairings-Max/Spike, Faith/Alec, Fred/Wesley, Buffy/Angel. There will probably be more pairings as the story goes on. **

Chapter Three

Spike stared warily at Max's angry posture, suddenly wishing more than ever that he wasn't sitting in a hospital with his arms bandaged and temporarily useless.

"So...what's up, luv?" he tried to be light, but all he got in return was Max's gaze blaze up a notch. "Okay...right to the point, eh?" Max stared at him, tongue in cheek, and nodded. Spike sighed. "Well...um..."

"Let's start with how you're a lying, sneaky, son of a bitch?" Max supplied with a sarcastic smile. Spike winced.

"I was hoping we could skip over that part..." he muttered. Max held her arms out in a disbelieving gesture and smirked.

"Now why on _earth _would you wanna do that, I wonder?" she replied, glibly. "Could it have to do with shame?" She shook her head as she started to pace around the room. "Nah, that's not it. Could it be that it just... 'slipped' your retarded little mind? No...it's probably just that you're a complete asshole that doesn't know up from down and gets his yah yahs from wrenching the still beating heart of the woman he claims to love. Am I getting warm?"

"Hey, stop! That isn't..." Spike began angrily. Max narrowed her eyes at him.

"What? Are you gonna tell me that's not true?" she growled fiercely. She didn't wait for him to answer before she continued. "Well, you'll get your turn with the mike once I've rightfully had mine. So _shut_...your mouth." Spike glared at her.

"We've had this talk before," he said, his voice sounding quiet and dangerous. "You don't get to order me around and tell me what I can and cannot do."

"And we both know how that turned out, don't we? House won," Max retaliated in the same tone.

"I'm not one of your little transgenic-following-flunkies."

"Shut up."

"No. I just got my arms chopped off and sewed back on, and you want to have a chat about our relationship? You don't understand..."

"No _you _don't understand!" Max screamed. Spike shut his mouth in shock. "You _died_, Spike! You left me! I cried over you for months! But apparently you came back after only 19 days, good as new! And you didn't even bother to call me!"

"I wasn't 'good as new'," Spike replied. "I was a bloody ghost. I couldn't even _pick up_ a soddin' phone! How the hell could I have called you?" Max's glare could've ignited a fire and Spike found himself futilely trying to get away. But when Max spoke, her voice was deathly calm.

"What about when you became corporeal?"

"What?"

"How long did it take?" Spike shifted in his bed uncomfortably. "How. Long. Did. It. Take?"

"That's really beside..."

"Answer me!"

"3 months!" Spike blurted out. An immediate feeling of guilt overwhelmed his body when he saw the look of hurt on Max's face, before she quickly covered it.

"Well...that means you've been solid for 2 months..."

"More like 1 and a half..." Spike tried to interrupt her.

"And not a single five minutes could've been taken out of your 'busy' schedule to pick up a fuckin phone?" she asked in a monotone,not paying attention tohis comment. Spike sighed.

"Max...I died to save the world..." he began.

"I'm all too aware of that fact," Max snapped.

"An exit like that..." Spike continued, ignoring her. "I couldn't just call you on the phone and act as if everything was all right and dandy." Max slowly shook her head.

"You still don't get it," she replied softly, looking him in the eyes. "I wouldn't have cared if you had come back missing both arms or a leg...or not even completely sane. I just missed _you_. I wanted to see _you_. _You_ were the man I loved. You were already living-dead when I met you. You honestly thought I would care if you didn't burn up like I thought? That I'd be disappointed because you're back to how you were when we met? I think...that _you_...of _all _people should know me better than that." Spike swallowed as she took one last look at him before turning away. "Guess I was wrong..." She walked towards the door.

"Max, wait!" Spike cried out. Max stopped but didn't turn around. "Please...you can't just..."

"No. Spike. Don't..." She trailed off, giving her head a slight shake before walking away. Spike watched her go, his ability to call out somehow disappearing as he bit his lip, trying to keep the tears from falling.

'_The man I loved'..._Spike remembered her words as he leaned his head against his pillow. "Key word... '_loved_'," he muttered aloud.

_**Next Day (Nighttime)...**_

Angel knocked loudly on the door.

"So no one's home?" Fred asked. Angel gave her a look before breaking down the door. It made a loud rattling noise as it hit the floor. "But that's still not a problem for us..." She followed him, Wesley, and Gunn into a dark room that was lit only by red and white candles arranged on a table in a circle. Fred held up a glowing red handheld device and read from its display screen. "He's been here. I'm picking up loads of trace signatures." She walked forward without looking up from the device.

"Fred," Wesley said, shining his flashlight on the floor. Fred continued moving around without looking up.

"Hair follicles, enzymes, and something...blood...but it's not his, it's..." She finally looked up and saw several bloody nuns on the floor with their throats slit. "Oh, God..."

"I think God is out at the moment," Wesley stated dryly. Gunn frowned at the sight.

"Why would Greenway do this?" he questioned. "It was just a stupid racketeering charge. I told him we'd get him off with probation, so long as he shut down operations." Wesley shined his flashlight around the room, inspecting the scene.

"He's a Wolfram & Hart client. _Our _client. Oh, and he's evil. What are the odds?" Angel said sarcastically.

"What do we do now?' Fred asked.

"Now? I find Greenway, and I kill every inch of him," Angel answered simply. Wesley walked forward to inspect an altar.

"You won't," he stated. "Five holy women. This wasn't random. It's ritual. He's jumped dimensions."

"What?"

"Also, not shockingly, our client practices the black arts," Wesley continued. "He's escaped through a pan-dimensional doorway, disappeared into any one of infinite universes."

"Fred?"

"My equipments not calibrated to track anything out of this dimension. Even if such a thing is possible, it would take months or even years..." Fred began. Angel rolled his eyes and threw his hands up.

"That's it," he interrupted.

"But probably months, or maybe weeks if I really push..." Angel ignored her and walked back towards the door.

"I can't do this anymore..." he stated.

"Do what?" Gunn asked, already knowing the answer.

"Any of _this_. Running Wolfram & Hart," he threw his hands up. "I quit." He exited, leaving the others to stare at each other, dumbfounded.

* * *

"There's nothing more to discuss," Angel stated as he sat on the edge of his desk, talking to Fred, Gunn, Wesley, and Lorne.

"Gee, it sounds like a ripe topic of conversation to _me_," Lorne retorted.

"What happened last night was tragic, it's a terrible setback, but..." Wesley began.

"Setback, Wes?" Angel asked incredulously as he walked around to his desk chair. "It's status quo. Evil wins, 'cause instead of just wiping it out, we negotiate with it. Or worse...for it."

"Angel, we're doing the best we can," Fred argued.

"It's not that you guys aren't doing your jobs. It's _these _jobs that you shouldn't be doing...or I shouldn't..."

"We've all had our bellyful," Gunn replied. "But do you have any idea what would happen to us if we decided to just call it quits? You think the senior partners are gonna just let us walk out that door?"

"You're saying we're trapped here?" Fred asked, disbelieving. Gunn shook his head.

"I'm saying we knew what we were getting into when we signed up for this gig. Let's not pretend this is some lease with an option to buy." Angel looked at him.

"Gunn, do you really think they won't let us go, or do you just not want to leave?" Gunn glanced to his side, then back at Angel, raising his eyebrows.

"Okay, maybe I don't. But it's only 'cause I believe in what we're doing. We made the right call."

"And I'm sure that legal brain upgrade they gave you has nothing to do with this..."

"We _all _got something out of this." Before Angel could retort, the telephone rang.

"Yeah. It's Angel," he said. He suddenly sat forward in his chair. "What?"

"What is it?" Wesley asked, concerned. Angel tilted the phone away from his mouth to answer him.

"It's Cordelia."

* * *

Max looked around her hotel room. Everything was packed, but she couldn't bring herself to leave.

"Gee, I wonder why," she muttered to herself. Just then, the phone rang. Max rushed to answer it. "Hello?"

"Max? It's Buffy." Max tried not to let her disappointment show.

"Oh, hi. What's up?"

"I'm just a little confused right now...Andrew came back with Dana and the other slayers, but surprise, surprise, you weren't on the jet. And Andrew's been telling me that Spike's alive? As this is Andrew and I can't exactly take his word for it...I needed to hear it from you. What's going on?" Max drew in a shaky breath.

"Yeah. Andrew's telling the truth. Spike is alive. Well, as alive as he was before the big fiery 'death' in the hellmouth."

"So you're staying there to kick his ass for all of us because he didn't tell us that he was back," Buffy stated matter of factly.

"Yeah...sort of," Max replied uncomfortably.

"What?"

"Dana kinda beat me to it," Max explained.

"How...exactly?"

"She chopped his hands off from mid-forearm."

"Jesus...is he okay?"

"No doubt in my mind," Max replied grumpily.

"You talked to him, though, right?"

"More like yelled, cried, fell apart in front of him."

"Ouch."

"So do you need me back now, or something?"

"Not at the moment, no. You should stay there and relax, as much as you can. Get reacquainted with Spike. You guys definitelyneed to. And that's putting it mildly..."

"Aren't you gonna ask about Angel?" Max asked coyly. She was met with silence. Buffy was obviously debating whether to play along or just hang up.

"You know me too well," she finally said. Max grinned. "So how is he?"

"Well, I only saw him for a little bit, didn't really get to talk. But he seemed hurt that you had ordered Andrew to bring Dana back without telling him first. Emotionally hurt. Not hurt like when I accidentally pushed him across the room into the wall. I'll tell him you said hi. Are you gonna come visit any time soon?" She was met with another long silence. "Buffy?"

"Yeah, I'll bring Alec and Faith along, too."

"Great. When you gonna come?"

"Soon as I can...Giles can easily take over. Dawn will probably want to give Spike a piece of her mind as well..." Max's grin faltered slightly.

"Guess I'll see you when you get here..."

"Sounds like a plan...oh wait, Alec wants to talk to you." Max's smile immediately strengthened.

"Then put the dumbass on," she said playfully. Buffy laughed and Max heard her pass the phone to Alec.

"I heard that..." he said, feigning hurt.

"I knew you would. How ya been these past few days?"

"Missing you of course," he said sincerely.

"But you'll be seeing me soon, won't you?" Max replied, knowing he had been eavesdropping.

"You betcha," he answered. Max could tell through his voice that he was smiling.

"How's Faith?"

"Hotter than ever," he joked. Max laughed. "She wanted to talk to you but had to go on an errand with some slayers-in-training. I'll tell her you said hi."

"Thanks." A beat of silence passed.

"What are you still doing on the phone? Go mend your relationship with Spike," Alec ushered. Max bit her lip.

"I don't know how..." she said softly.

"Go to Wolfram & Hart," Alec advised. "Talk to Angel and the others...be annoying and get his address or something. You've _got _to mend things with him...You love him, right?" Max hesitated. "Max?"

"Yeah...I do..."

* * *

Max stepped offthe elevator and examined her surroundings. Wolfram & Hart. She hadn't really taken the time to look it over the first time she was here. Being too busy getting Angel to save Spike. She took a deep breath and started to head for his office when she overheard him talking to a woman.

"Cordelia, that's-ha-nothing," he was saying nervously as he stood between her and some pale, skinny creature attached to a leather...leash, it looked like. "Hey, wanna see my office?" The woman, Cordelia, still looked shocked at the sight, but nodded. Angel smiled, relieved and began to lead her away, but he stopped dead when he saw Max. "Uh, hi." Max gave him a little finger wave. Cordelia glanced at him.

"Who's that?" she asked. Max stepped forward, smiling warmly, with her hand outstretched.

"I'm Max," she greeted. "And you're...Cordelia, is it?" Cordelia nodded and looked at her suspiciously, but shook her hand.

"How did you know?" she questioned. Max shrugged and pointed to one of her ears with a glove-covered hand.

"Excellent hearing," she stated simply, before turning to Angel. "Can I talk to you for a second?" Angel fidgeted with his hands. "If now's not a good time, I could wait." Angel smiled thankfully at her.

"Good, why don't you come into my office?" Max nodded her agreement and led the way, opening both doors at the same time, to Angel's obvious discomfort and Cordelia's amusement.

Lorne, Fred, and Gunn were waiting.

"Lorne!" Cordelia cried out, rushing to give him a hug. "It is so good to see..." She looked over his shoulder and saw Gunn. "Oh my God. Gunn? You have hair?"

"Oh-ha-yeah," Gunn ran his hand over his head. "What did you think? I was prematurely bald?" Cordelia didn't say anything. Max laughed softly. "I wasn't." He gave Cordelia a hug. Fred tapped him on the shoulder. He stepped back so she could hug Cordelia also.

"So, where's Conner?" Cordelia asked, still smiling. Max felt Angel stiffen beside her. She gave him a questioning look.

"Who?" Gunn questioned casually.

"What do you mean, who? Conner. Isn't he..." she paused and turned to Angel. "Angel, where's your s..." Harmony interrupted with a teenage girl's shriek.

"Aah! Oh my God!" she ran up to Cordelia and hugged her tightly around the neck. "I can't believe you're here!" Cordelia looked immensely annoyed.

"Likewise," she grunted, detaching Harmony off of her. "Especially since the last time I saw you, you tried to kill me." Max found herself growling softly at Harmony. Angel cleared his throat and he nudged Max, silencing her.

"Uh...Harmony is...she's my...uh, secretary," he explained lamely before shooting Max a look.

"Well, things just keep getting better and better..." Cordelia commented sarcastically. Harmony grinned widely.

"I know," she said. "You and me together again. So, how was the coma?" Cordelia rolled her eyes.

"Uh...Harmony, I think Cordelia's had enough excitement for the day. Why don't you...why doesn't everyone just get back to work?"

"I'm staying though, you know that right?" Max asked Angel. He just nodded. The others waved and said goodbye before leaving. Lorne hovered at the door.

"How come the raven-haired transgenic one gets to stay?" he asked. Angel gave him a look. "Kidding, kidding." He turned back to Cordelia. "Hey, listen, crumbcake, when you're ready to splash back into that acting pool, just say the word. I'll have you lunching with Colin Farrell like that." He exited. Cordelia turned to Max and Angel with a confused expression on her face.

"Who's Colin Farrell?" she asked. Both Angel and Max exchanged looks before shrugging. Cordelia sighed. "Can I talk to Angel in private?" Max held up her hands.

"I just need a few numbers and letters before I leave you two," she explained. Angel looked at her. She rolled her eyes. "An address, big guy. I need Spike's address." Cordelia immediately narrowed her eyes and Angel looked nervous once again.

"Spike? You want to contact _Spike_?" she asked heatedly. Max nodded slowly, not getting it. "Are you a good or evil client?"

"Neither...actually. Just a girlfriend," she replied. Cordelia's eyes widened.

"Isn't he supposed to be in love with Buffy? Isn't he _evil_?"

"Not of late, no," Max said simply. Cordelia stared at her, dumbfounded.

"Uh...why don't I get that address for you, Max. Cordelia, I'll explain everything in a second..." Angel said hurriedly. Cordelia folded her arms across her chest.

"You better..." she stated.

* * *

Spike was sitting on his couch playing a video game in the dark.

"You made the biggest mistake of your life, and I'm gonna make you pay. Oh, yeah." He punched a few video game control buttons. "Feel my wrath, gorilla throwing barrels." His game made a losing sound. "Bloody hell..." He sighed and continued pressing buttons. "Really should knock on a bloke's door...especially one that's got no qualms against kill..." A familiar scent suddenly reached his nose and he slowly looked towards the doorway. Max stood with one arm crossed across her chest. She was fidgeting with her jacket sleeve.

"Hey..." she greeted shyly. Spike swallowed and quickly stood up, dropping his controller.

"Uh...hi," he replied, silently berating himself for the lame response. "What are you doing here?" Max stepped closer to him, only a few feet away. She sighed and looked into his eyes.

"We need to talk...again."

**A/N-Hope you liked it...Lindsey/ 'Doyle' will be coming in the next chapter. And just because Cordelia's back for the moment, doesn't mean this story is becoming CA. It'll still be Buffy/Angel. **

**Lozz422-Thanks ;o) As you probably got from this chapter, Buffy will be coming to LA. I hope this chapter had more Max-like characteristics. I couldn't have her beat him to a bloody pulp, though, he had already had his arms chopped off.**

**Angel Of Darkness231-Thanks, that really means a lot since that's what I'd actually like to do when I grow up ;o) There'll be lots of action in the next chapter. Flunked French, huh? I wish I could help, but I'm taking Spanish...**

**Cora-Thanks a lot ;o) I'll try to update sooner, but I'm also writing another fic...**

**Sky Angel-I agree. And you're welcome, as always ;o)**

**RavynJensen-Alec wasn't physically in this chapter but he was still in it ;o) He'll _physically _be in the next chapter ;o) I have thought about bringing Zack in...but I haven't decided yet. **


	5. Chapter Four

_**Los Angeles Livin'**_

**Disclaimer-Anything that you recognize isn't mine. **

**Summary-Sequel to California Trippin'. Crossover with Angel and Buffy the Vampire Slayer. Spike was dusted during the battle with the First. Still grieving over him, Max joined Buffy, Dawn, Giles, Andrew, Faith, and Alec in going to live in Europe. But when they receive news of a slayer in desperate need of help and send Max and Andrew to check it out in LA, they encounter someone they thought they'd never see again. **

**Pairings-Max/Spike, Faith/Alec, Fred/Wesley, Buffy/Angel. There will probably be more pairings as the story goes on. **

Chapter Four

Max kept her gaze level with Spike's. She didn't want to get his or her own hopes up for a civilized conversation, but she just needed to get this over with. Even though she had referred to herself as his girlfriend to Cordelia, Max wasn't sure if she actually felt that way. She loved Spike, true enough. But after what he did, or _didn't _do, she found it difficult to trust him.

"One of us has to talk here..." Spike said, smiling nervously. Max bit her lip, still not sure how to begin without sounding like a bitch. "Max?" She took a deep breath and opened her mouth, only to find that someone else was talking.

"I see you've got company," a man was saying as he walked into the room. His hair was slightly long and he was decked out like an urban cowboy. Spike rolled his eyes while Max inwardly groaned at the intrusion. The man smirked. "Maybe you _should _have gotten a bigger bed." Spike growled softly at him. Max remained confused.

"And who are you?" she asked, folding her arms across her chest. The man held out his hand, still smirking.

"Since our friend over there seems to have forgotten his manners...I'll introduce myself. I'm Doyle," he said. Max didn't take his hand, staring at him suspiciously.

"Max," she finally replied. Doyle casually changed his attempt at a hand shake into scratching the back of his head.

"Didn't mean to interrupt, but I just wanted to check on our boy here," he explained before leaning in closer to Spike and whispering in his ear. "You haven't been out in the field lately." Spike raised an eyebrow at him as Max scoffed.

"Listen, 'Doyle', if you're looking for a private conversation with him, ya might want to wait your turn or go someplace else," she advised. Doyle gave her a disbelieving look.

"And why is that?"

"'Cause right now it's _my _turn. Besides, there ain't a chance in hell I'd miss a single word between you two, no matter how low you talk," she replied, smiling sarcastically.

"Vampire?" Max rolled her eyes.

"Please. Do I _look _like a vampire to you?" she asked, holding her arms out wide. Doyle smirked.

"Well, you're too tan to be a vampire...but the perfect body makes me wonder, ya know?" Max narrowed her eyes and made a move to attack him, but Spike quickly intercepted, putting his hands on her shoulders.

"Just ignore 'im, luv. He's just a poncy git trying to get a rile outta ya," he said. Max became stoic, concentrating on anything other than the sensation of Spike's cold hands.

"Hey," Doyle argued. "Is that any way to treat your benefactor?" Spike whirled around to face him, his eyes blazing.

"Is that any way to treat a woman who would just as soon drop an anvil on your tattooed ass?" he growled angrily. Doyle raised his eyebrows, giving them a disbelieving look.

"Oh really? Somehow I doubt that..." he said to Max. She scowled.

"Find me an anvil and watch me go," she replied venomously. Despite himself, Doyle looked slightly worried. Spike smirked, glad that Max had succeeded in intimidating him.

"Now that the pleasantries are out of the way, mind telling me what the hell you're doing here? And don't give me that 'came to check on you' bit," Spike asked. Doyle's face changed back to that annoying smirk.

"Just coming to..." he was cut off by his cell phone ringing. He checked the reading. "Hold that thought, I gotta take this." He walked across the room near the edge of the stairway. Max rolled her eyes at the obvious attempt to find an area where neither she nor Spike could hear his conversation. At least where Max was concerned, he failed. But Spike wasn't even bothering.

"Max, before we got interrupted by the long-haired Texan...were you gonna say something?" Spike was asking. Max was facing him but had her eyes on Doyle, eavesdropping on his conversation.

"Yeah, I was..." she said distantly. Spike frowned and tugged her farther into the kitchen. She didn't seemto careas Spike continued to talk to herand something from Doyle's conversation made her concentrate harder on eavesdropping.

"_She's talking about some vision she had. Steering Angel right toward you,_" a woman was saying. Max couldn't see Doyle's reaction.

"Well now...I guess this calls for a change of plans," Doyle replied. Spike poked Max in the arm. She yelped in surprise.

"What was that for?" she cried out.

"You're not paying attention," Spike argued angrily. Max gave him an incredulous look.

"And so you decided to _poke _me?"

"Worked, didn't it?" Spike replied smugly. Max rolled her eyes and glanced over at Doyle who was putting his cell phone back in his pocket. Damn, she'd missed the rest of the conversation.

"Sorry kids, but I gotta go. Something's come up," he gave them a small wave goodbye before leaving. "Nice meeting you, Max."

"Now, back to...why the bloody hell aren't you listening to me!" Spike yelled when Max seemed to be deep in thought. She shot him a look, which he ignored. "You came here to talk. Why aren't you?"

"Because I think something's going down...soon," Max explained. Spike sighed and rubbed his eyes.

"You superhero types are all about business..." he muttered. Max raised her eyebrows at him.

"Coming from a superhero himself, I don't think that insult holds a lot of weight," she replied. Spike smirked.

"I'm a superhero now, huh?" Max stared at him blankly.

"Saved the world didn't you?" sheretorted seriously. Spike's smirk faded.

"Max, I..."

"We need to get back to Wolfram & Hart," Max interrupted, heading for the stairway. "Someone that Doyle was talking to..."

"Max."

"...said something about sending Angel right to him..."

"Max!" Max stopped walking and slowly turned around.

"Later, Spike. We'll have our talk later," she said softly. Spike briefly closed his eyes, trying not to let his last flicker of hope fade away.

* * *

"So, what are we bringing?" Dawn asked. Buffy grinned.

"Enough clothes to last you a lifetime," she joked. Dawn rolled her eyes and stepped into Buffy's room. Clothes were strewn across the floor and furniture. Several suitcases lay open on her bed with only a few necessities inside.

"Why am I suddenly beginning to take that statement seriously?" Dawn asked.

"Because you should," Faith's voice replied. Dawn and Buffy turned to find her standing in the doorway, holding a suitcase in each hand. "Now, I'm not as crazy as your sister...but even _I _know that plenty of stuff is gonna be needed on this 'little' trip of ours. You'll need everything from your Barbie flower underwear to a nice polished mini-axe." Buffy cocked an eyebrow at her.

"Oh yeah? Then why do _you _only have two suitcases?" she countered. Faith smirked.

"These ain't mine," she replied simply. The Summers women were saved looks of confusion when Alec and Andrew suddenly appeared behind Faith. Alec was carrying two suitcases in each hand while Andrew held two stacked in his arms and was nearly toppling over from the weight of them. "They're Max's. The two that Andrew is carrying are mine. Along with one of the four in Alec's hands."

"Little help here..." Andrew managed to squeak before falling backwards. Alec rolled his eyes but held out his arm, catching him before he crashed. "Thank you, kind sir." Andrew smiled sheepishly as he righted himself, letting Dawn take one of the suitcases.

"Let me guess, those other three are Alec's?" Dawn asked, not bothering to her hide her surprise. Alec smirked.

"Why yes, little girl. I find it hard to travel without my favorite party dresses," he answered sarcastically. Dawn gave him a look of annoyance.

"I am _not _little." Buffy snorted.

"Got that right," she muttered. Faith smirked.

"Wow, that was very...unladylike, B," she teased. Buffy rolled her eyes and gestured towards her mess-of-a-room.

"Look around me. My big concern is what's ladylike?" she retorted. Faith shrugged.

"Everyone's got their values."

"Yeah. When are we leaving?" Alec asked bluntly. Faith's grin widened.

"Soon as Buffy here figures out what she wants to wear to make her ex drool," she replied. Buffy gave her a look. "I mean...once Buffy figures out what will make Angel think she doesn't need him?" Buffy nodded her approval and turned back to one of her suitcases. Faith leaned over and whispered to the others, "But she actually does."

"Since I just realized I need some help if we're _ever_ going to leave here...I'll let that slide," Buffy said. Faith exchanged looks with Alec and Andrew.

"Well you know...me and my big mouth...I'd probably stall you even longer..." Faith replied as they slowly tried reaching the doorway before Buffy turned around.

"There's a suitcase over there," Buffy said simply, tossing some random clothes to Faith and the others, grinning. "Start cracking."

"I'm already half way there..." Alec muttered as he helped Faith fold some clothes.

* * *

Spike and Max walked down a hall in Wolfram & Hart in silence. Both kept sneaking glances at the other, trying to figure out what they were thinking. Neither succeeded fully. Max opened her mouth to say something but closed it when she saw Cordelia coming towards them.

"Spike," she greeted. Spike simply nodded in acknowledgment. Cordelia smiled. "Well, well. I heard you weren't evil anymore, which kind of makes the hair silly." Spike smirked.

"I heard the same about you, which makes me wonder who styled that poodle look you've got going," he retorted. Cordelia glared at him but still self-consciously touched her hair. Spike's grin widened. Max rolled her eyes and poked his arm. He winced and gave her a questioning look.

"Just a little payback," she said simply before turning to Cordelia. "Is Angel around? We need to talk to him." Cordelia shrugged.

"I don't know my way around this place. It's like a rat maze," she glanced over at a passing lawyer. "Complete with rats."

"We can forego the search, luv," Spike said to Max as he pointed out Angel. "The big poofter's coming our way."

"Spike, what are you doing here?" Angel asked as soon as he reached them. Spike looked at him defiantly and crossed his arms. Angel rolled his eyes and suddenly realized Max was there, along with Cordelia. "Um, hi." Max's brow furrowed as she wondered why he always seemed uncomfortable around her. It probably had nothing to do with her throwing him across the room when they first met...maybe he knew that she had found a few of the guys that he had sent over to Italy to 'watch over' Buffy. Did he think she told Buffy? She didn't, of course. She'd dealt with them in her own way. Her most reasonable guess involved this Cordelia woman, who obviously had a history with him. Whether or not it was the same as his history with Buffy had yet to be revealed to her.

"I have a question for you," Max said, wanting to tell him straight away why she was there. Angel nodded for her to continue. "Do you know anyone named Doyle?" If his face could pale anymore, Max was certain it would have turned pure white, since that was the shade Cordelia's face seemed to accommodate.

"Is that a yes?" Spike asked. Angel exchanged a look with Cordelia before turning back to Max.

"What do you know about Doyle?" he asked softly. Max looked up at the ceiling, tongue in cheek.

"Well, I only saw him for about 10 minutes, which involved some threatening on my part since he was being an ass..." she trailed off when she noticed the looks of shock on Angel and Cordelia's faces. "What?"

"That's impossible," Cordelia replied, voice shaking slightly. "Doyle...he died..."

"Four years ago," Angel added, almost angrily. Spike stepped between him and Max protectively.

"Hey, don't get all Angelus-like on her. It's just a different Doyle then," he said.

"Of course it's a different Doyle," Angel snapped. "There's no way it could be him."

"Right. It's not like this other Doyle got visions from the Powers That Be..." Spike began.

"What?" Cordelia asked, the shock on her face somehow increasing.

"Your guy got visions, too?" Cordelia and Angel nodded. Spike groaned. "Next you're gonna be telling me he had a bunch of freaky tribal-like tattoos on him." Cordelia's brow furrowed.

"Wait, did you just say tattoos?" she questioned. Spike nodded slowly.

"They're just talking. A lot," Max suddenly picked up a familiar voice. She looked down the hall, noticing a woman with shoulder-length brown hair talking on a cell phone. The woman walked out of view and Max struggled to hear more of her conversation.

"_Listen, babe, I'm almost there, all right? So get out of the building. Right now._" Max growled as she immediately recognized_ that_ voice. She turned back to Angel, Cordelia, and Spike and realized they were watching her. Spike had an annoyed look on his face while Angel and Cordelia seemed to have been trying to get her attention.

"She spaced out like this earlier..." Spike muttered. Max shot him a look. "Don't give me that. If I seem a little testy it's because my girlfriend seems to suddenly..."

"Spike. You're always testy," Angel interrupted.

"So says the git that snaps at anyone who insults his nancy-boy hair gel," Spike retorted. Cordelia groaned.

"Will you both shut up? This Doyle impersonator and whoever is helping him could be fulfilling whatever the hell their plan is as we speak," she said. Angel and Spike exchanged twin glares. Max cautiously waved her hand to get their attention.

"Would this accomplice happen to be a girl, about yay tall," Max held her hand about an inch above her head. "With brown, shoulder-length hair?" The others shrugged. "If so, then she's down the hall. She was yapping on her phone to 'Doyle'. I recognized his voice." Angel and Cordelia exchanged looks before stalking down the hall. They reachedthe womanjust as she was about to exit out a door.

"Can we have a word with you, Eve?" Angel asked, barely containing his anger.

"Now really isn't a good time," Eve answered immediately. Cordelia grabbed her by the ear.

"Let's go, Lilah junior," she growled as she escorted her to Angel's office.

* * *

Cordelia threw Eve into a chair once they were inside. Gunn, Lorne, Angel, Fred, Wesley, Spike, and Max surrounded her.

"We've got a problem, Eve," Angel began.

"Damn straight you do," Eve snapped. "Once the partners find out that you've assaulted me..." Angel began to pace in front of her.

"A couple weeks ago, a man approached Spike. Told him that the Powers That Be had some missions for him. Spike, braintrust that he is, went along with it," he interrupted. Spike glared at him from his position by the window.

"Hey," he said, obviously insulted. Angel ignored him and stood in front of Eve.

"He's the one that told Spike to save me from the parasite. The parasite that _you _put on me in the first place." Max gave Spike a questioning look and he mouthed that he'd fill her in later. Eve rolled her eyes and started to stand up. Cordelia stepped in front of her.

"Get out of that chair and I will feed you those Manolo Blahniks," she said angrily before she glanced down at Eve's shoes. "Which are very nice, by the way." She smirked.

"Seems to me like you and this guy are working together," Angel added. Eve sat back down in the chair.

"Look, I don't know what you're talking about. But you can't keep me here. I have to leave." Angel continued to ignore her.

"But the thing that really, really pisses me off is that this guy is going by the name of Doyle."

"Doesn't ring a bell." Cordelia walked closer to Eve.

"It does to me," she yelled in her face, pointing accusingly. "It rings a big, fricking gong and I want to know who has the nerve to be using that name."

"I'm gonna give you one chance to tell me where he is." Harmony opened the door and walked in.

"Uh, boss?" she asked hesitantly.

"Not now, Harmony," Angel replied.

"Ok, but do I get the afternoon off, too?" Angel turned to look at her.

"What are you talking about?"

"Everybody's gone. The whole building cleared out a few minutes ago," Harmony explained. Angel scowled and faced Eve again.

"What's going on?"

* * *

'Doyle' had entered a futuristic-looking round chamber with blue fluorescent lights and white walls. At the center was a round submerged underground holding tank and attached to it were some computerized and mechanical controls. 'Doyle' triggered the lights to come on and the control panel to light up. A tube had come up out of the panel, and he removed a crystal from his pocket to place it inside the tube, where it was a perfect fit. An iris closed over the crystal, closing it inside the tube. The tube recessed into the panel, and a timer started increasing in seconds. Steam vents from the center of the room, and the bars that held the underground tank retracted.

"Wakey, wakey," 'Doyle' grinned.

* * *

Gunn reentered Angel's office.

"I checked the server. A code 7 went out a few minutes ago," he explained.

"What's a code 7, Eve?" Angel asked. Eve shrugged.

"I don't know," she answered. Cordelia glared at her. "Seriously."

"Okay, this is getting us nowhere. Angel, torture her," Cordelia ordered. Angel stared at her, confused.

"What?"

"You heard me. Building clearing out means we don't have a lot of time. Have at it."

"I can't just...torture her." Fred nodded her agreement.

"He's right, Cordy. If we sink to their level..." From out of nowhere, Harmony tackled Eve, knocking her into Angel's desk with a primal grunt.

"Harmony!" Angel yelled. Harmony stood up, grabbing Eve by the neck.

"Is this okay?" she asked. "I mean, I _am_ evil, technically. I don't mind torturing her for the team." Angel seemed to consider this.

"Yeah. Ok," he finally agreed. Harmony punched Eve in the face.

"Come on you hussy!" She backhanded her. "Spill it!"

"Ok. Ok. Stop. It's a fail-safe. They built a fail-safe..." Harmony punched her in the face again, harder that time. Angel cocked his head to the side with his hands on his hips.

"Harmony, she's talking," he said calmly.

"She is? Already? Well that sucks," Harmony let go of Eve, disappointed.

"Look, the senior partners were never certain they could keep you under their thumb, so they created a fail-safe. Housed it in the sub-levels of this building," Eve explained.

"What kind of fail-safe?" Fred asked.

"I don't know exactly. But it's huge and alive...and specifically designed to destroy you."

"How can I stop it?" Angel questioned.

"The only way to shut it down is in the chamber itself."

"Well, if that's true, then who activated it in the first place?" Fred asked.

"You were with us when the building cleared out," Gunn reasoned.

"Had to be someone else. Someone with the ability to slip past Wolfram & Hart's security systems," Wesley added.

"Like our magically tattooed faux Doyle," Lorne said.

"Spike, Max, I don't want to go in blind. Anything else you can tell me about this guy?" Angel asked.They exchanged looks.

"Not much..." Max answered. "Average size. Dressed like an urban cowboy..."

"Oh, he told me once that he got his hand chopped off. Got a new one though," Spike added.

"His hand?" Cordelia asked, her voice getting angrier.

"He's back," Wesley stated.

"Lindsey."

"Who?" Fred asked, confused.

"Lock the building down, make sure he can't get out," Angel ordered. "Don't trust security systems. He won't show up because of those tattoos of his."

"There could be a way to fix that," Wesley said. "I'll need some help."

"My dance card's free," Lorne replied. Fred turned to Angel.

"Who's Lindsey?"

"A lawyer," Cordelia answered. "Wolfram & Hart's former golden boy, til he ran off to go find himself."

"Yeah, he should've stayed lost," Angel added. "Harmony, guard Eve. She moves, eat her." Harmony grinned widely.

"Really? Thanks," she stared at Eve as if she were lunch.

"Angel, you're not going down there alone," Fred stated.

"The fail-safe is meant for me. I can't risk anyone I care about," Angel replied.

"I'll go," Spike offered.

"Ok," Angel answered, too quickly. Max stepped forward.

"Count me in, too," she said. Angel hesitated. "Oh please. Don't give me that. I can take care of myself. _You_ should know." Everyone except Spike gave Angel curious looks at that statement.

"Fine, you can go," Angel relented. He turned to Fred and Cordelia. "Be ready to evacuate. If this thing gets past me, get the hell out of the building." He walked to the door with Max and Spike following.

"Past _us_," Cordelia corrected as she walked towards the wall behind Angel's desk.

"No, no. Cordy..." Angel began. Cordelia picked out a samurai sword.

"Yeah, yeah Angel,"sheinterrupted. "You can order me around all you want. But I know my rights." She unsheathed the sword. "And I wanna see a lawyer."

**A/N-Another chapter done...I hope you liked it. Buffy, Faith, Alec, and Dawn will be arriving in LA in the next chapter. Review please! **

**willow98002-Even though they both refer to each other as boyfriend/girlfriend, there's still a bunch of issues to work through...so Max hasn't 'technically' taken him back. **

**Angel Of Darkness231-Well that's good ;o) I hate it when grades get mixed up...hehe. I hope you have fun on your out-of-town trip ;o)**

**Sky Angel**-**The actual making up will be in either the next chapter or the one after...If I decide to bring Zack in he _will_ be paired off, but I just don't know with who.**

**Cora-My other story that I'm writing is posted in the Dark Angel category as well**. **It's called Seattle Ain't What it Used to Be.**

**Doza-That sounds like a great pairing and I would use it if I didn't already have this story worked out. Zack may come into the story later but Buffy will be paired off with Angel and Cordelia's fate will be the same as in the show...sorry :o( But if I ever write another story including both Zack and Buffy, I'll keep that pairing in mind ;o) **

**Lozz422-Buffy doesn't know about Cordy and Angel's past relationship drama yet. When she founds out she'll definitely be 'surprised' ;o)**

**RavynJensen-Even though both those episodes were sad in the end (especially 'A Hole in the World') I liked 'em a lot too ;o) I also liked 'Smile Time' since Angel got turned into a puppet, and I'm getting close to that episode, too...hehe. **


	6. Chapter Five

Chapter Five

Spike, Max, Angel, and Cordelia cautiously walked down the basement steps into a room guarded by a net of green laser beams. Several doors were on each side of the wall, an unblinking light above each. Max found herself gripping her sword and dagger in anticipation.

"Wanna see what these fancy green lasers do?" she smirked, stepping forward.

"Uh, luv? Maybe you should..." Spike tried to get her to stop, but he wasn't quick enough. Alarms suddenly blared as the lights above the doors flashed bright red. "...wait." The doors opened and staggering people stepped out, poised for a fight.

"Zombies," Angel stated, giving Max a death glare. Max bit her lip and gave an innocent shrug.

"Sorry?" she tried. Angel suddenly stole Cordelia's sword and swung at Max's head. "Hey! I said I was sorry!" She swiftly ducked and the sword decapitated a zombie that was right behind her. She narrowed her eyes at Angel. "And you didn't just tell me he was back there because...?" Angel bit his lip and gave an innocent shrug, imitating her previous reaction.

"Sorry?" he mocked.

"Not yet, but you will be," Max growled as she twirled around, cutting off the head of another zombie. Spike smirked as he killed one as well.

"You and the vision girl go ahead. Max and I can hold 'em off," he said. Angel and Cordelia didn't hesitate as they ran forward, fighting off anything that got in their way. Spike turned to a group of zombies that had surrounded him and Max. "No need to be gentle, lads. We're all dead men here." Max loudly cleared her throat and gave him a pointed look. "'Cept for the lady."

"Damn straight," Max agreed as she swung her sword in a wide arc, decapitating three of the zombies. Spike didn't respond as he was tackled by another. "These guys actually aren't that..." A zombie picked her up by the hair and tossed her across the room. She landed in a heap against the wall. A few others slowly made their way towards her. "Okay so they _are_ tough...but they sure as hell aren't fast." She stood up in a blur and elbowed one in the face, kicking another in the chest.

"Mind sparing some pointy steel?" Spike bellowed as he tried to fight off several zombies that were holding him down. Max decapitated one with her sword before tossing it to Spike. She threw a few off of him before one grabbed her from behind. She head-butted the zombie and wrenched his hand away from her waist. She twirled around and cut its head off.

Many decapitated zombies later, the room still continued to fill with them. "These bastards aren't stopping their onslaught anytime soon. What do you say we get us a few lawn chairs and come back?" Max suggested glibly. Spike's laugh rang out.

"Don't think Angel and Cordy would appreciate it if we let their revenge against the tiny Texan get disturbed by some slow-ass dead things," he replied.

"Fair enough," Max muttered as she decapitated yet another zombie. She turned to check out how Spike was doing and was horrified to see another zombie slowly make its way towards him, carrying the sword that it had stolen from him at some point. Spike didn't see it coming as he was distracted by a few others in front of him. Max ran forward. "Spike!" she hollered, just as the zombie got ready to strike, throwing the sword at him. Spike looked over his shoulder as Max hurled her dagger at the zombie and tackled Spike before the sword decapitated him as well.

A bright white light filled the room and both Spike and Max quickly shut their eyes against the intensity of it. Max opened hers first and swiftly scanned the room, not noticing that she was still sprawled on top of Spike. The zombies had mysteriously disappeared, as did the green laser-light show. She smiled.

"Hey, they're gone," she stated as she looked down at Spike. Only then did she realize the position they were in as Spike's intense blue eyes bored into her.

"So I see," Spike replied softly, not taking his eyes off her as he caressed her cheek. Max's smile turned more loving as she bent her head down, grasping his lips with hers.

Buffy was the first one to step off the jet. She stood still for a moment as she admired the chilly night sky. She grinned. "This place really hasn't changed much," she stated happily. Faith, Alec, and Dawn appeared behind her.

"You mean the stars have always been covered by a bunch of polluted smoke like that?" Alec asked, raising his eyebrows at her. Buffy nodded.

"Yep," she replied flippantly, her smile not wavering as she practically raced down the steps to reach the ground. "Come on slowpokes! You don't want to miss the fantastic polluted air on the way to Wolfram & Hart, do you?" Faith and Alec exchanged strange looks. Dawn just rolled her eyes.

"You might as well get used to it," she advised as she followed her sister, but not quite in the same implied drug-induced way. "You're about to see a whole new Buffy."

"I like the regular Buffy," Faith replied quickly. "Don't tell me she's about to go all Valium-chick on us." Dawn just shook her head.

"We better catch up or she might use the limo to go shopping before taking the trip to Wolfram & Hart. Leaving us deserted," she warned. Faith and Alec exchanged looks again before hurriedly following the younger Summers woman.

Max was just helping Spike off the floor as Angel and Cordelia entered the room. Angel had a slight limp to his walk. Max whistled in appreciation.

"Damn. Looks like the Doyle imposter did a number on you," she commented, smirking as she admired all the cuts, gashes, and bruises. Spike had a huge grin on his face as he noticed a particular gash in Angel's chest.

"Is that a deep sword injury I see?" he questioned gleefully. Angel just glared at him as he limped past. Cordelia tried to hide her smirk.

"So I take it the little guy is dead?" Max called out to their retreating forms.

"Not yet. But once the senior partners are through with him, he'll be wishing he was," Cordelia stated. Max raised her eyebrows at Spike but didn't comment as they followed Cordelia and Angel out of the room.

When they reached the lobby, Max stared out at the night sky with a strange look on her face. Spike noticed her expression.

"Wanna take a little walk?" he asked. Max simply nodded, her look not faltering as she began walking towards the exit. Spike turned to Cordy and Angel, who were waiting for the elevator to return to the floor. "See ya up top in a bit?" Angel just rolled his eyes as the elevator door dinged open.

"It was nice to kill some zombies with you, Max," Cordy called out as Max and Spike headed for the door. Without turning around, Max raised her hand to acknowledge her but continued out the exit.

Once outside, she held her arms out wide, closed her eyes, and took a deep breath. Spike watched this with a very amused expression on his face.

"What are you trying to sniff out, luv?" he asked, coming up behind her and wrapping his arms around her waist. A smile spread across her face but she didn't open her eyes.

"Just a feeling..." she replied cryptically. Spike smirked.

"Would that feeling have anything to do with..."

"Trying to contain my dinner in my stomach while I watch this fluffy scene?" Dawn's voice came from a few yards away. She had obviously come out of the black limo now resting by the sidewalk. Faith, Alec, and Buffy soon appeared out of the limo as well. Max's grin grew wider as she detached herself from Spike and ran to give them each a hug while Spike had a slightly bewildered expression on his face.

"What a...lovely...surprise," he finally managed to say. Buffy scoffed.

"Coming from the guy that turned into a hot pocket last spring," she retorted. Spike's face broke into a grin.

"Think I'm hot do you?" he teased. For once, Buffy didn't seem ruffled. She pretended to consider it though, just to humor him.

"Mmm...lukewarm," she concluded, giving him an evil smile. He rolled his eyes and turned to Dawn, who was standing quite a distance away with her arms crossed and her face blank.

"And how's the niblet?" Spike asked softly, unsure how she was gonna react. He certainly wasn't expecting the now-quite-taller younger Summers girl to nearly crush his bones as she engulfed him in a very tight hug. His surprised eyes met Max's. She was smirking. "Kinda happy...I guess..." Dawn pulled away and kicked him the shin. "Ow! Bloody hell ow!" The others laughed. Spike glared at them as he rubbed his shin. "What was that for?" Dawn crossed her arms again.

"That was for not telling us you were back," she stated as if it were the most obvious thing in the world. Spike resisted the urge to roll his eyes.

"Am I ever gonna live that down?" he asked. Max raised her eyebrows and gave him a pointed look. "So not for a while then, eh?"

"So how's life in LA been treating you lately?" Faith interrupted. Max exchanged a look with Spike.

"To give you an idea...we just finished killing a bunch of zombies."

"Damn. A real party compared to our flight over here..." Alec commented. Buffy groaned.

"I _said _I was sorry!" she said emphatically. Alec just smirked.

"What happened?" Max asked.

"Barbie over here wouldn't stop yammering about LA life and her glory days. First few demons she 'slew', old demon lairs...and oh! The bestest places to shop!" Faith explained in false cheery voice. Buffy pouted.

"What's wrong with remembering great stores?"

"It's wrong when we were in the middle of talking about things completely different from mini-skirts," Alec retorted. Max's brow furrowed.

"What were you..." she began but looks from both Faith and Alec made her shut her mouth. "Oh..."

"So where's Angel?" Buffy questioned suddenly, trying to look casual.

"Very subtle," Spike replied sarcastically. Buffy ignored him and looked to Max.

"Up in his office, I think. He's with a bunch of his staff," Max told her. Buffy nodded in understanding and began to look antsy. "Wanna go see what's up?" Without waiting for an answer, her and Spike led the way back into Wolfram & Hart.

Wesley, Fred, Gunn, Lorne, and Harmony were just coming out of the elevator. Each group was surprised to see the other.

"Buffy?"

"Wesley?"

"Faith?"

"Harmony?" Harmony suddenly jumped behind Lorne as Buffy's eyes widened at seeing her. "What are you doing here?"

"She's uh...Angel's...secretary," Wesley explained. Harmony nodded emphatically and smiled nervously. Buffy's bewildered expression didn't change. "Buffy, Faith, Dawn...and who are you?" Wesley looked at Alec with confusion. Alec was too busy looking at Lorne to pay attention to him.

"That's Alec," Max introduced, elbowing him in the stomach discreetly. Alec winced but didn't look away from Lorne.

"Is that your natural skin tone?" he asked casually.

"Alec!" Max hissed. Lorne just smiled.

"Don't worry Maxicat. I'm used to it. Yes my skin is just as green as yours is a miraculous golden," he replied. Max and Faith smirked at Alec's sudden discomfort. Wesley cleared his throat.

"What...exactly are you all doing here?" he asked.

"Visiting," Dawn stated.

"Angel?" Fred asked.

"Him too," Faith answered. Fred's brow furrowed.

"Mostly just Max and Spike..._Buffy_ was the one who wanted to see Angel," Dawn explained. The others all nodded with the same expression on their faces. Buffy rolled her eyes.

"Faith wanted to see him too," she claimed. Faith just shrugged when they looked to her.

"Well he's upstairs getting his coat with Cordelia. We were just about to go out for some drinks," Gunn said. Buffy blinked.

"Cordelia?" she asked, sounding surprisingly calm. They nodded uncomfortably. Buffy didn't seem to notice. "Do you think they'll mind if I just go say 'hi'?" They exchanged looks.

"Go ahead slayer. We can go drink these guys under the table while you and the poofter have a reunion," Spike offered, beginning to usher the others out the door.

"W-wait," Wesley tried to protest but Buffy was already heading up the elevator. Max watched her go with a concerned look on her face.

"...I got my guy back on track..." Buffy heard faint voices as she walked towards Angel's office. She frowned as she slowed her pace, hearing the rest.

"Cordy, there's just..." she heard Angel's voice and her heart skipped a beat.

"...Take what we can get...I'll be seeing you..." Buffy stopped walking completely as she was able to see Cordy and Angel talking inside the office. Cordy turned to walk out the door. Buffy found her body tense up for reasons she didn't know, but Cordy kept her head down before she suddenly turned around. "Oh, what the hell. One for the road?" To Buffy's horror, she walked briskly back to Angel and they engaged in a very passionate kiss. The breath caught in Buffy's throat and she stumbled backwards against a wall. Angel and Cordelia had yet to notice her. She finally tore her wide-eyed gaze away from them and stared at a spot on the floor, still in shock. She faintly heard Cordelia say, "Oh...and you're welcome." Buffy waited for her to walk out of the office and see her, but she didn't. A few minutes passed and she forced herself to lift her gaze, finding Angel looking right back at her. His eyes were slightly red-rimmed and teary, with quite a lot of shock thrown in.

"B-Buffy...?" he questioned softly. Buffy swallowed and felt her jaw tighten. Angel stepped forward and she quickly took a step backward. She tried to ignore the hurt that flashed across his face. "What are you doing here?"

"Visiting," Buffy replied, surprised at how hostile her voice sounded. Angel seemed to notice it as well.

"How...how long were you standing there?" he asked, already knowing the answer. Buffy's face expression confirmed it. He smiled nervously. "Well...um...I guess you saw the kiss then..."

"Yeah, I did," Buffy snapped. Angel opened his mouth to speak but she held up her hand to silence him. "Don't. I don't even wanna know. I'm trying to erase it from my memory..." Angel didn't respond. Buffy took a deep breath and started to turn around. Angel made a move to stop her but she suddenly whirled around, eyes blazing. "Cordelia? _You _and _Cordelia_? What the hell is going on? We kissed the night before the hellmouth went cablooey and suddenly you're frenching _Cordelia?_!" Angel's face hardened slightly.

"Just to refresh your mind...that kiss was almost 6 months ago. And you seemed to make it pretty clear that you wanted nothing to do with me after you found out I became CEO of Wolfram & Hart," he replied angrily. Buffy's eyes narrowed.

"I think the correct name is 'Beyond Evil, Inc.'," she snapped. "And how was I supposed to know if you were good or not? This place is freakin' _evil_! You could've turned into Angelus again! And now that I think about it...why am I surprised? If you're evil, why _wouldn't _you be making out with Cordelia?"

"What's that supposed to mean?"

"What do you think it means Percepto?" Buffy growled. Angel just stared at her angrily. "What? No retort? Come on, our fights used to be so much more 'fun' then this!" An extremely fake smile appeared on her face. "Aren't you going to _defend_ your girlfriend?"

"She's not my girlfriend," Angel said in a dangerously low tone. Buffy didn't seem bothered by it, not realizing what a thin line she was crossing.

"So what, you just french all your friends and ex-honeys?"

"She's not my girlfriend," Angel began. Buffy rolled her eyes.

"Broken record much?"

"But she was one of my dearest friends," he continued, ignoring her. He didn't bother to mention that he actually loved her. Somehow he didn't think Buffy would take that well. Buffy opened her mouth to retort but then shut it as what he just said sank in.

"Was?" she asked, her voice losing the venom. Angel nodded, relieved she wasn't angry at the moment.

"She was in a coma. She was just telling me that the Powers That Be owed her one and so let her wake up momentarily." Buffy stared at him in silence. "She's dead, Buffy. I guess that was a...goodbye...kiss." Buffy inhaled sharply but didn't comment. "I'm sorry you misunderstood what was going on." Her eyes suddenly blazed again. _Uh oh_.

"Misunderstood?" she growled. Angel winced. If he only he hadn't said that last part... "Of _course _I misunderstood! What, did you think I would already know that one of your 'dearest friends' had gotten herself into a coma and was about to die so she just decided to slip her tongue into your mouth as a little going away present? _Excuse _me for freaking out a little after seeing a woman who used to be a complete bitch slobber on my boyfriend!" Angel raised his eyebrows at her. She tightly shut her eyes. "Former!" She turned and briskly walked towards the elevator. Angel ran ahead to stop her.

"I'm sorry," he apologized. "Can you please just not run away?"

"I'm not running away! I'm just...falling back at a brisk pace..." Buffy replied lamely, trying to get ahead of him. Angel rolled his eyes and suddenly pulled her away from the elevator, keeping her against the wall with both arms on either side of her head. She inhaled sharply but didn't struggle.

"We need to talk," Angel stated.

"I don't think talking is where this conversation is going..." Buffy replied softly. Angel shifted uncomfortably but didn't let her go.

"That's not what I meant..." he said in the same tone. Buffy lifted her eyes to meet his.

"But it's what you were thinking."

"You don't know that."

"Of course not. How _could_ I?"

They stared at each other for a long time, neither one moving nor mentioning out loud how close their bodies were.

"I have to go," Buffy finally stated, mentally berating herself for not stopping her voice from shaking slightly.

"Wait..." Angel began to protest, but Buffy suddenly shot him a venomous look. Shocked, Angel faltered slightly and Buffy pushed past him. He didn't bother going after her. He knew that even if he did catch up with her, she wouldn't stop.

**A/N-I know this chapter may seem shorter than usual, but I had to hurry to get it posted. I'll be out of town for about a week so updating will take a while as well...Reviews are much appreciated ;o)**

**RavynJensen-I didn't actually put Lindsey in this chapter since the scene with him and Angel wouldn't have changed much. I wish Lorne hadn't killed him too... The way Angel ended was just annoying... I wrote Buffy's and Angel's reunion in this chapter, but in the next one I'll be writing about Spike, Max, Dawn, Faith, Alec, Wesley, Fred, etc all having a drink, among other things. I hope you liked this one ;o)**

**Cora-Thanks ;o) I like Lindsey too. It's alright, I'm just thankful you're reading it ;o) **

**Doza-That fic sounds interesting, I'll be sure to look it up once you post it ;o) I've been thinking about bringing in more transgenics, and I probably will since so many people have been asking me to. I haven't decided which ones will be coming though. I'm sorry for the long update wait, school has just been really busy. And now I'm going on a trip so updating might be slow again...**

**Sky Angel-Thanks a lot ;o) They kissed in this chapter so the real making up is about to begin...hehe. Happy Easter to you too! Even though that was about two or three weeks ago ;o)**

**Lozz422-Nope. It'll be drama aplenty ;o)**

**Angel Of Darkness231-Thanks. She got to kick ass ;o)**

**luvin it-I know it seems like that, but that's because this fic hasn't gone completely AU and a lot of what happened in the episodes is what I'd like to still happen in this fic. Now that Buffy and the others are here, it will go a different course than the episodes but the show ideas will still be at the root. So my originality isn't as low as you may think ;o) Please don't completely judge the story until it's all done. **


	7. Chapter Six

Chapter Six

Max stepped into the bar and immediately knew it'd be comfortable. The people there were each hanging out in their own groups. It just seemed mellow. She looked over at Faith and noticed she was having the exact opposite feelings as her.

"How often do you guys kick it here?" Faith asked, still observing the place in disgust. Fred shrugged.

"Whenever we just need to wind down, I guess," she replied. Alec nodded.

"This definitely seems like the place for that," he commented.

"Can we just get a table? It's not cool to just stand here," Harmony complained.

"Why exactly are you even here?" Dawn asked, giving her a pointed look.

"I work for these guys, silly." Dawn rolled her eyes.

"That's not quite registering with me yet..." she muttered.

"And no reason it should," Spike replied as he pressed his hand against the small of Max's back, guiding her towards the bar. "Been meaning to ask you, pet. Can transgenics get drunk?" Both Alec and Max scoffed.

"Despite many attempts by pretty boy here, no. We're not capable," Max answered. Alec rolled his eyes at the small insult.

"Yeah, sorry. No kinky drunk sex for you, bleached wonder," he retorted. Max smacked the back of his head. Wesley, Fred, Gunn, and Lorne watched this exchange in amusement. Harmony was already downing her second serving of blood. Dawn just rolled her eyes and settled herself onto a stool. Faith and Max suddenly noticed this and gave her a look.

"What?" she asked innocently.

"You're underage, niblet. Only thing you'll be getting is tea, soda, or something virgin," Spike said flippantly as he signaled the bartender. Dawn huffed but didn't reply.

"We're gonna go get a table. Otherwise we'd take up all the stools," Gunn said. The others nodded.

"We'll meet you there in a few minutes," Max replied. Faith and Alec looked at her expectantly. "Just have to talk with Spike for a bit, okay?" Faith tugged on Dawn's arm, much to her annoyance, and they followed others to a table. Spike looked at Max with raised eyebrows.

"And what little chat will we be having?" he asked. Max just smirked and gave him a kiss. "This is a chat with no words then?" he questioned after she pulled away.

"No, there'll be words," she answered. "Just very few." She gave him a coy smile.

"I take it you forgive me then." Max simply shrugged.

"Come on. With eyes, cheeks, and lips like that...how could I not?" she teased.

"Nice to know our relationship is of the deep sort."

"Did I mention I love your accent? And I'd like to hear some of your 'poetry'?" Spike's eyes widened.

"How do you know about that?" Max laughed.

"A little birdie told me," she replied. Spike just looked at her. "A blonde-haired, green-eyed, petite, skinny birdie that frequently goes by the name of Slayer or Buffy." Spike rolled his eyes. Max suddenly frowned. "Speaking of which...where_ is_ Buffy? Does she even know where this place is?" Spike shrugged. Max pulled her cell phone and dialed.

"Hello?" an irritated voice reached her ear.

"Buffy?"

"Max?" Buffy's voice softened. "Why are you calling me?"

"Because I want to know where you are," Max replied, letting Buffy know the answer was obvious.

"Sorry...I got a little...preoccupied." Max made a sound of sympathy.

"Bad reunion with Angel?" she guessed. Spike's eyes snapped over to her. A small sigh could be heard from Buffy's end of the phone.

"Kind of an understatement...but yeah."

"Think a little bar fun will cheer you up?" Max asked.

"Very doubtful...I think I'll just check into our hotel."

"You sure?"

"Positive."

"Fine. I'll get Faith and Dawn and we'll meet you there." Spike let a small groan. Max sent him an apologetic look.

"No. I don't want to ruin your evening. I'm alright," Buffy immediately protested.

"Bit of trivia, Buffy. I hear that phrase a hell of a lot, even said it a few times myself, and it's almost never true. I'm on my way." Max hung up before Buffy could argue further. She turned to Spike, who had a slightly sad expression on his face. "Sorry. But I got the feeling that Buffy needed a little comfort. I'll make it up to you." She gave him a quick peck on the cheek before waving Faith and Dawn over.

* * *

"Alright, spill it," Max ordered as soon as Buffy, Faith, Dawn, and she had settled down on the beds. Buffy fidgeted but glares from the other three girls made her tell them what happened with Angel. They all had the same expression when she was done, a mixture of disbelief, confusion, and sympathy.

"Angel loved Cordelia!" Dawn suddenly blurted out. Buffy nodded numbly.

"Guess they got pretty close these past four years..." she muttered.

"So what are you gonna do, B?" Faith asked. Buffy stared at her warily.

"What do you mean?"

"Do you still love Angel?" Buffy fidgeted again. "It's a simple question, B."

"It is not!" Buffy snapped angrily. "It's never been simple! How is falling in love with a vampire that could lose his soul if he has one moment of true happiness simple? And then having him lose that soul and terrorize and even kill some of my friends? Then having to run a sword through his body and sending him to hell, _just _after he regained that soul? And he came back as a wild beasty that I had to take care of...and then he left me for LA and ends up falling out of love with me and in love with a former bitch-queen! Now he's CEO of Evil, Inc.! Does that sound SIMPLE to you!"

"So you admit to loving him still," Max concluded cheekily. Buffy glared heatedly at her.

"That wasn't exactly my point," she replied through gritted teeth.

"I know it wasn't, but that's what I got out of it besides you needing to vent and relax a little," Max retorted. Buffy made a sound of frustration.

"How am I supposed to relax?"

"Try not to think about Angel," Dawn offered. Buffy gave her an annoyed look. "What?" Buffy groaned and got off her bed and headed for the door.

"Where are you going?" Faith asked.

"Out," Buffy snapped. "I need to clear my head and figure things out. Angel and I can't be together, despite what we both are probably still feeling. It's too complicated." Max slowly raised her hand.

"Uh, kinda dating a vampire with a soul myself...I don't think it's as complicated as you're making it out to be."

"Did your honey go evil and start torturing your friends?" Buffy asked in a bored voice. Max wisely didn't respond. "Thought so." She turned and flounced out the door. The other females just exchanged pensive looks.

_**Next Day...**_

Max, Alec, and Faith stepped out of the elevator at Wolfram & Hart. Max continued walking forward without a second thought but Alec and Faith stopped to admire their surroundings. When Max realized they weren't behind her she walked back towards them with an impatient look on her face.

"Sorry Max but this place is awesome. We haven't had a chance to check it out yet, like you have," Faith pointed out as a demon with blue horns and a green tail sticking out of his suit walked by while talking on a cell phone. "I've been getting that slayer buzz ever since we got within a mile of this place. It's on overdrive."

"Understandable," Spike appeared beside Max. She greeted him with a grin and a kiss. "I know why _you're_ here," he said to Max before turning to Alec and Faith. "But why are you?" Faith put an arm around Max's shoulders.

"Hanging out with our favorite super-soldier chick is all." Spike cocked an eyebrow at her. "'Kay fine, we want to kill something." Spike chuckled and opened his mouth to respond but a familiar blonde with a low-cut ensemble, necklace, and a black blazer walked by. Both Faith and Max folded their arms across their chests as they watched the blonde talk with Angel, who seemed incredibly uncomfortable and kept glancing over at them.

"Who's that?" Alec asked since both females were too busy narrowing their eyes. Spike scoffed.

"Nina," he replied. "Got bit by a werewolf a few months back. Been coming here every time she's gonna get hairy and flirts with a very dense Angel."

"He seems pretty clued in from where I'm standing," Max growled. Spike and Alec looked back and forth between Nina, Max, and Faith.

"Something wrong, luv?" Spike asked. Max didn't answer as she marched towards Angel and Nina, Faith following close behind.

"This is gonna be good," Alec muttered. Angel's eyes widened as he saw them coming.

"Can't _you _take me, Angel?" Nina was saying.

"Uh..." Angel stuttered.

"Where ya gonna take her, big guy?" Faith asked before he could answer. Nina looked at her and Max in confusion.

"I'm guessing it'll be a nice place with plenty of iron bars, space of about 30 by 50. Very cozy, I'm told. That is, if you're a werewolf," Max added glibly.

"Faith...Max...what are you..." Angel began.

"Just saying 'hello'," Faith replied.

"Who are you?" Nina asked, a slightly uncomfortable look on her face.

"Friends of ol' Angel here. He's a vampire ya know." Max gave him a playful punch to the shoulder while giving Nina a pointed look.

"Yeah...with a soul," Nina said slowly, not getting what she was doing. Max grumbled under her breath.

"So he told you then...Good for him," a new voice startled them. Angel winced at Buffy's hard expression. Faith's eyes widened.

"Hey...Angel...weren't you gonna take this dog-girl to her cage?" she said pointedly. Nina's expression turned indignant.

"Hey!" Angel looked nervously towards Buffy but she purposefully ignored him.

"Yeah...I was," he finally replied before leading Nina away. Buffy let out a loud scoff.

"My god! Is he just picking up chicks off the streets?" she asked angrily.

"Nice guess, pet," Spike replied. Buffy shot him a glare. He held his hands up in surrender. "Just answering your questions, luv. But the poofter did basically get Nina off of the street. She was bitten by a werewolf." Buffy's expression didn't change.

"I need to kill something," she said bluntly. A few demons about to walk by them suddenly changed direction.

"Would you like to just settle for fighting something?" Fredstood next to herholding a stack of files. "Cause I think we've got just the thing." She smiled and Buffy weakly returned it. "I was just gonna head over to Wesley's office to discuss it with him and Angel. Wanna come?" Buffy stiffened at the mention of Angel's name but she nodded.

* * *

Max, Alec, Spike, Faith, Buffy, and Fred all filed into Wesley's office, much to Angel and Wesley's surprise. Max, Alec, and Spike exchanged similar looks, having heard most of what they had been talking about. It seemed a certain dog-girl had a crush on the usually dense vampire.

"Hey guys. I think I have a case," Fred greeted, handing Angel the stack of files. "Children's epidemic. 7 kids, comatose, each with a semi-rictus of the facial muscles. I haven't been able to isolate a causative agent." Spike, Buffy, and Faith stared at her dumbly.

"Say what now?" Faith questioned. Max smiled slightly as Angel passed her a picture of one of the kids and she gave it to them.

"Creepy smiles," she explained simply.

"Oh," they chorused.

"Do you think it's mystical?" Wesley asked. Fred bit her lip.

"Well, I've been doing some mini-investigations. I pulled their plasmas apart. No indicators on the cellular or subcellular levels."

"Tv," Angel said suddenly as he continued looking through the files. "Each of the parents said their kids collapsed between 7:00 and 7:30; all in front of the tv." Fred seemed to take this in to consideration.

"Huh. That might be it. But I'd still like to get a handle on the pathology," she replied.

"Good. I'll-I'll follow up on this lead," Angel said. Buffy looked at him, tongue in cheek.

"Any potential ass-kicking involved?" she asked. Heglanced at her, obviously surprised she was talking to him.

"Uh...I'm not sure. There might be," he answered. She nodded firmly.

"Then I'm coming along," she stated. The others exchanged looks while Angel stared at her in disbelief.

"What?"

"I'm coming with you. I need to catch up on my slaying. Let's go, Captain Forehead," she said while walking out of the room. Spike didn't bother hiding his wide grin at Angel's annoyed expression.

"Shut up, Spike," Angel growled without looking at him as he followed Buffy out.

* * *

Buffy was leaning against Angel's desk with her arms folded as Lorne and Angel reviewed some of the papers.

"I'm just saying, the signs are definitely all there," Lorne said. Angel winced and rubbed his forehead.

"Can we please just get back to the job?" he pleaded, noticing Buffy's look of annoyance at the topic of conversation, Nina.

"Your wish, dreamboat, my command. I know most of the show runners in town, but I don't think they're up to this sort of sinister..." Lorne stopped leafing through the file abruptly. "Hey...between 7:00 and 7:30, right?" Buffy and Angel both looked at him expectantly.

"Yeah?" they chorused.

"There's a real popular kid's show in the So-Cal regional market. It's in the right time frame. It's in the right demographic."

"What's it called?" Buffy asked. Lorne held up one of the pictures of the kids' eerie grins for them to see.

"'Smile Time'."

* * *

Angel and Buffy walked onto the set of KTCE in a section marked 'Closed set. Absolutely NO VISITORS'. Buffy rolled her eyes as Angel completely ignored the sign and continued down the dark hallway. A squeaking noise suddenly reached their ears and they turned to find a janitor pushing a wheeled trash can around the corner. He had a disconnected look in his eyes as he walked toward Angel and Buffy without noticing them. Buffy waved her hand in front of his face, but there was still no reaction. She exchanged a look with Angel.

"Okay...official wiggins is being had..." she muttered.

"Come on," Angel said simply, continuing into the 'Smile Time' offices. Buffy narrowed her eyes at his retreating back but followed after him.

The office room was decorated with the show's logo of a smiling sunshine, plus cardboard cutouts of the puppets were placed around the room. Buffy froze as she heard a throbbing rumble.

"Please tell me you can hear that too," she commented as she noticed Angel's pensive expression. He looked around the room, obviously following the noise until he saw a rattling file cabinet on one wall.

"It's coming from over there," he stated before moving the cabinet out a bit, revealing a hole that had been cut in the wall behind it. The rumbling noise grew louder and Buffy cut in front of Angel, wanting to go through the hole into the secret hallway beyond it first. Angel rolled his eyes at the action but wisely didn't say anything.

"Where's the light switch?" Buffy grumbled in the darkness. Angel laughed softly as he easily flipped on a buzzing light overhead. "I would've eventually found that ya know."

"I'm sure you would have," Angel replied in a slightly condescending tone. Buffy scowled at him but her expression changed to one of curiosity as she saw a set of doors at the end of the hall labeled simply 'Don't'.

"Let's say we 'do'," Buffy mumbled as she made her way to the padlocked doors, the rumbling noise growing even louder. She pulled the padlock off with ease, opened the doors, and walked into the hidden room with Angel following close behind.

At the far end of the room a man was sitting, hunched over, resting his elbows on his knees and wearing a towel over his head. The man was sitting underneath a large, metallic, egg-shaped, glowing thing. Angel walked past Buffy and up to the man, but the man didn't get up or remove the towel from his head. Suddenly, his hands started to twitch and he struggled to speak.

"You shouldn't...be here," he said weakly. Buffy's eyes widened as the rumbling sound got louder and louder. Oval slits opened along thebottom of theegg-shaped thing,forming a bright, glowing smile-shaped opening.

"What's that thing do?" Buffy asked. When the 'smile' was fully formed, a jolt of power hurtled her and Angel across the room. They landed in some boxes that were stacked against the wall. The metal oval object stopped smiling, and the rumbling noise went back to a dull roar. The boxes that covered Angel and Buffy moved a bit, and two pairs of puppet hands reached out from them. The puppets pulled themselves up. One had black hair that stuck straight up and wore a black leather duster with coordinated black pants and shirt. The other had long golden-blonde hair and wore blue faded jeans, a red halter top, and a jean jacket. They both looked down at their hands, confused. The girl puppet's eyes widened first.

"Oh...my god!" Buffy's voice shrieked.

**A/N-Sooooooooooooooooooo sorry it took forever for me to get this chapter posted. I've been incredibly busy. I'm also starting to write a story that has nothing to do with fanfiction...so updates will probably be slower than usual, but definitely faster than this took. I won't be abandoning my two fics, either. I will of course be finishing them, so no need to worry about that. Review please!**

**Doza-No, Angel wasn't dating the Nina girl, she just had a crush on him that he didn't notice. Hope you liked this chapter more. **

**RavynJensen-Smart girl...hehe. I know it was kind of disturbing to have him kiss Buffy right after kissing Cordy and finding out she had died...but I wanted things to be even more tense between them. **

**Sky Angel-Thanks. I'm glad you liked it so much ;o) They eventually will be happy...**

**Lozz422-Thanks ;o) Yeah, Illyria will be coming in the next few chapters, gotta get through the puppet part first though...hehe. **


	8. Chapter Seven

Chapter Seven

Max snuck a peak at the clock for what seemed like the millionth time. She rolled her eyes as she calculated that Buffy and Angel were exactly one hour late. How hard is it to just do a little recon at a freaking puppet show? It really didn't strike her as the lair of a criminal mastermind...just some freak that likes the look of drained kids with creepy smiles on their faces...

Faith was slouched in a chair trying to hide the fact that she was a little more than sleepy by covering her face with her hand as she leaned her elbow against a table. Alec was in the exact same position in the chair next to hers. Not exactly the best people to call on for watch duty. Max sighed and let her head fall onto Spike's shoulder. He made a weird snorting noise and she jumped back in alarm. He was apparently asleep as he continued to mutter something incoherent. She was only able to understand 'drowning', 'footwear', and something about cheese. She cocked her eyebrows in questioning and smiled slightly.

Max perked up suddenly as she saw Wesley, Fred, and Gunn walk towards them. Her movement caused Spike, Alec, and Faith to stir but her cell phone ringing made them jump in surprise, wide awake.

"I'm up, I'm up," Faith stated at the same time Spike said, "I prefer Jimmy Choo and some cheddar..." Max felt laughter bubbling up inside her and a small squeal popped out before she was completely laughing out loud. She wasn't the only one. Wesley, Fred, and Gunn were slightly better at disguising their laughter, but Faith and Alec were practically rolling on the floor. Spike just scowled and probably would have turned bright red if not for his extreme undeadness.

"M-Max, you should...um...answer your...phone," Gunn advised between chuckles and coughs. Max bit the inside of her cheek to stop her laughter before she took a deep breath.

"Hello?" she asked, her voice coming out slightly tight thanks to her intense efforts not to burst into another fit of giggles.

"Finally!" the irritated voice of Buffy snapped. "What took you so long to answer your damn phone?" The hostile personality was enough to sober Max.

"Buffy? Where are you?"

"Wolfram & Hart. Where else?"

"Is something wrong?"

"You have _no _idea..."

"What..." Max began.

"Just get to Angel's office," Buffy interrupted hastily before the familiar click of a phone hanging up stopped Max's reply.

"That was weird..." she muttered.

"Angel was the same way," Fred added. "We were just gonna go check on him...Buffy's probably there as well."

"Angel? You sounded..." Fred stopped speaking abruptly as she entered Angel's office. Her eyes widened.

"I don't even know a sodding 'Jimmy Choo' alright? You must've heard me wrong...I probably said 'Timmy...flew...with...cheddar'..." Spike's faint voice could be heard. "Yeah! That was it! Ol' Timmy from that muppet movie about Christmas or something..." He trailed off and his eyes widened in surprise as he and the others tried to rationalize the scene in front of them.

A puppet that looked exactly like Angel was sitting in his chair-which was about twice his size-with a very surreal scowl on his face, and a Buffy puppet was sitting on Angel's desk while examining her hair and height with a frantic look on her face.

"Is anyone else going to point out the irony of Spike's last comment?" Alec questioned. The Buffy puppet let out a sigh of frustration and hopped off the desk, disappearing out of view. The others quickly took a cautionary step backwards.

"This is just great..." Buffy was complaining as she came back into sight. "It's not like I'm small _enough_...now I'm 1/4 the size of Danny DeVito...And my hair _so_ does not have commercial greatness." Wesley looked carefully at the Buffy and Angel puppets.

"Angel? Buffy? Is that...you?" he questioned. Before either could reply, Fred rushed over to Angel's side.

"Oh my god! Angel, you're so..." she shrugged and smiled. "Cute!" Angel let out a groan and turned away, holding his hands up.

"Fred, don't," he warned. Fred bent over to inspect his new form excitedly.

"Oh, but the little hands! And the hair...!" She scratched his head.

"Hey! You're fired!" Angel snapped.

"Sorry I'm late..." Lorne was saying as he walked into the office, but Spike's very loud laugh interrupted whatever he was going to say next.

"You're a bloody puppet!" he cried out, nearly doubling over in laughter.

"Spike..." Angel growled in warning. Spike ignored him.

"You're a wee, little puppet man!"

Angel launched himself out of his seat and flew at Spike. He stopped abruptly in mid-air. He looked from side to side to see what had caused this to happen, and found Max effortlessly holding onto his jacket, making him dangle helplessly. He opened his mouth to yell at her, but she cocked an eyebrow and sent him a deathly scary look. Spike had a smug expression on his face as he stuck his tongue out at him from behind Max. Angel was scowling as Max finally let him down.

"Hey! I'm obviously a puppet, too! You gonna try insulting _me_ then?" Buffy dared, standing with her hands on her hips and a defiant look on her face.

"You're like freaking Miss Piggy," Faith blurted in previously contained laughter. Buffy narrowed her eyes.

"Say that again and _you'll_ be the bacon," she threatened. Faith covered her mouth with her hand, trying to stifle her giggles.

"What happened?" Wesley asked, trying to take the focus away from fighting.

"What does it _look _like happened?" Buffy fumed. "Presto-devil-magico and boom! We're made out of felt and on the top of peoples' lists for singing the ABCs and going '1, 2, 3'!"

"Angel? Gonna give us a more detailed version?" Gunn prompted, ignoring Buffy's angry look.

"I don't really know what happened..." Angel answered. "We went over to Smile Time. Something mystical was definitely going on there...a spell probably. And we met this guy with a towel over his head, and something exploded!"

"Had a little gas, did you?" Spike interjected. Angel purposefully ignored him and Max gave him a small nudge.

"It's clearly some form of hex..." Wesley suggested. "Or a powerful warding magic." Lorne shrugged.

"Maybe it's some type of puppet cancer."

"I do _not _have puppet cancer!" Buffy and Angel argued through gritted teeth.

"Come on guys...we're freaking puppets! And there are..." Buffy began before she and Angel both glanced at the clock, gasping.

"Hey, it's Smile Time!" they chorused happily before enthusiastically running to the television set. Angel grabbed the remote control and began trying to hit the POWER button. He grumbled as his fingers were too thick to press it. He began beating the remote on the table petulantly.

"Hurry up!" Buffy snapped angrily.

"Stupid piece of crap!" Angel shouted, panting, before noticing that everyone was staring at him and Buffy. "What?" Lorne just took the remote from him and switched the tv on.

"This transformation may have altered your stress-response mechanisms," Wesley stated, receiving confused looks from both puppets.

"Huh?"

"He's saying that you have the proportionate excitability of a puppet your size," Gunn explained. Voices from the tv distracted them as they gladly began watching Smile Time. Fred picked up the phone and dialed a few numbers.

"Tracy, record the program that's running on channel 12 right now. Use everything. I'm gonna need a full-spectrum analysis."

As Angel and Buffy watched the puppets on tv, they grew increasingly angrier, grunting and making fists.

"Self-esteem is for everybody. Self-esteem is for everyone. You can dream and be anybody, but self-esteem is how you get it done. Self-esteem is how you get it..." the puppets were singing.

"How the hell are you supposed to have self-esteem when you look like Miss Piggy!" Buffy growled.

"Hah! You admit it!"

"Shut up."

"Wes, put the special ops team on red alert," Angel ordered angrily.

"Red alert?" Wesley calmly questioned.

"You heard him!"

"I want helicopters and tear gas..."

"Angel..." Gunn began.

"This is war!"

"Angel, baby...Muppet, pumpkin, uh, this show is number one in its slot. Little tykes love it all across the Southland. We can't just toss a Jihad at their studio," Lorne pointed out. Angel seemed calmer now.

"Okay. Fine. Figure out who runs 'Smile Time' and then you and Gunn go pay him a visit. Let him know we're on to him. Fred, Wes, I need you to figure out what he did to those kids...and to me and Buffy," he instructed. As Lorne, Gunn, Fred, and Wes exited the room, Faith, Alec, Max, and Spike just watched the puppets in obvious amusement.

"What are you looking at?" Buffy snarled.

"The wee little puppet people," Max retorted. _If looks could kill... _"Alright, fine. We'll go see if we can help the others." Spike and Faith made whining noises. Max sent them both looks. "Come on. You can tease them later..."

"But I wanna tease them now while I still have insults fresh in my mind..." Spike's voice faded out as they exited the office, leaving Angel and Buffy alone in puppet form.

"This just sucks," Buffy complained as she walked back to Angel's desk and attempted to pull herself onto Angel's chair. Angel sighed and rubbed his forehead in irritation, failing to notice Buffy falling off the chair. Only the soft thump made him go check on her.

"You okay?" he asked as he joined her behind the desk. Buffy opened her mouth to reply but someone opening the office door caused her to snap it shut.

"Angel?" Nina asked. Both puppets gasped in fright as they quickly scurried under the desk. Nina opened the door fully and walked in. "Angel?" In their hurry to hide, Buffy accidentally stepped on Angel's foot and he let out a soft yelp. Buffy smacked his head in annoyance. He gave her a warning look, which she ignored. Nina had obviously heard the noise and slowly approached their hiding place. "You-Are you under your desk?"

"No...I," Angel began hesitantly. "Yes...Was there something..."

"Well, I can see you're...busy. Listen, what I put out there last night...I don't know, if it was a problem, please..."

"Nope. No problem," Angel replied hurriedly after seeing Buffy's heated glare.

"Um...is there a reason you won't look at me?"

"'Cause I'm under my desk," Angel deadpanned.

"Angel..." Nina began again. Buffy rolled her eyes in irritation.

"Didn't you hear him the first time, Wolverina? Now get lost. We're trying to...play hide and seek," Buffy finished lamely. Angel gave her a 'what the hell are you talking about' look, to which Buffy simply shrugged.

"Uh...um...I-I'm...uh...sorry...I-I'll go..." Nina stuttered before quickly leaving. Buffy and Angel both let out sighs of relief. Buffy raised her eyebrows at him.

"And why are _you _all happy that Miss I'm-a-bottle-blonde-that-wears-slutty-clothes-to-turn-on-a-vampire-that-is-supposed-to-just-give-me-shelter-three-days-a-month-when-I'm-incredibly-hairyis gone?" she asked pointedly. Angel just stared at her. "What?"

"For one thing, that made-up name is way longer than Nina's actual one..." he replied. Buffy rolled her eyes. "And second...I don't like the idea of _anyone _seeing me like this... 'cept for Wesley, Fred, Gunn, Lorne, Max, Faith, and Alec."

"I noticed you didn't put Spike in that little list."

"Is that really so surprising?"

"Not really..." Buffy seemed to consider this before changing the subject. "So what should we do now that we're made out of felt and can't go out beyond this office?" Angel sighed heavily before crawling out from under his desk.

"I'd say get drunk so I can wake up and hope this is all some freaky dream but sadly...vampires can't get drunk-at least not very easily-and I'm kinda iffy on the subject of whether or not a puppet can actually drink _anything_..." Buffy smiled but the coy look she was going for fell flat due to her very thick facematerial.

"Wanna find out?" Angel turned to look at her, slightly surprised.

"Seriously? I thought you'd want to at least go find a new hiding spot away from me. I might inflict some of my 'evil' on you."

"Shut up. Thanks to my current problems, I'm putting _that _one in the back of my mind. Now do you want to find out or not?" Buffy asked, folding her arms across her chest and tapping her foot impatiently. Angel smirked.

"Alright, but how are we supposed to get anything if we're too embarrassed to walk out of here?"

"Easy," Buffy replied as she walked back over to Angel's desk and began to try and climb on top. She made a grunting noise after each attempt failed. She turned to an amused Angel and gave him a look. "Wanna help me or just gawk like some freak who goes to an all boys high school?" Angel huffed at the insult but helped her onto the desk. "Now, as I was saying...you're CEO of this place so you've got to have room service or something, right?" She picked up the phone and handed it to him. "So ask for some service." Angel just stared at her. "What?"

"Mind pushing some numbers?" Bright red circles appeared at the top of Buffy's felt cheeks. Angel wisely didn't comment.

"Don't get your panties in a wad...I just have to find something to hit the buttons with..."

"What? Did your fingers fall off?"

"Would _you _like to try, Captain Can-Do? Or would you prefer to give the remote control another try?" Buffy snapped back.

"Just hit speed dial 3," Angel grumbled. Buffy picked up a pen and complied.

"Hey, it's me..." Angel began. "Look, we're gonna be needing a lot so you should probably get a pen and a piece of paper or something...oh, you have built-in ink do you?" He ignored Buffy's disgusted look. "That's nice...okay, first we'd like..."

_**Few Hours Later...**_

"You actually think they're okay?" Alec asked as he and Max walked down a hallway. Max shrugged.

"I don't know. It's not like I'm an expert on these things. Don't exactly have a lot of experience with the mystical side of things, mostly just the scientific or physical," Max replied. Alec smirked at her choice of words. "What?"

"Can I have two guesses on what you meant by 'physical'?" Max scoffed and swung at his head. He quickly ducked and danced out of her reach. "Ha. No smacking of Alec's head this time, girly." Max rolled her eyes and just continued walking. "Hey, you didn't even put in any effort." Max glanced back at him to find a pout on his face.

"Would you like me to?" she asked, sugar sweet, as she raised her fist. Alec held his hands up in surrender but didn't comment. "Aww..." Max smiled genuinely and wrapped her arms around Alec's middle. "Like I'd ever intentionally hurt _you_..."

"You mean besides those millions of times you already have?" Max gripped his chin in her hand and made another 'aw' sound.

"All in fun, sweetie," she replied. "Don't tell me you actually got a little bruisy from a soft little hit like this..." she swung out and caught the back of his head in a sharp slap.

"Ow..." Alec stated, his voice and expression clearly showing he wasn't sure if he should be angry or just laugh. "That was a new low, Maxie."

"Only sinking to your level temporarily. Should be rising in a moment or so..." she retorted, before practically skipping ahead. Alec rolled his eyes but continued to walk beside her. They reached the Science lab and saw Wesley and Fred examining the Smile Time show. Both the transgenics caught a glimpse of one of the puppets changing positions from singing with the others to having his hands pressed against the screen. They exchanged confused looks before walking in.

"Hey, how's the puppet research going?" Alec asked, not taking his eyes off the screen. Both Wesley and Fred jumped slightly at the interruption.

"Um...quite well, actually," Wesley answered. "It seems that when the song is playing, it acts as a sort of cloaking spell that allows Framkin to address his target without being seen by the rest of his viewers."

"And Framkin is...?" Max questioned.

"The guy that runs Smile Time," Fred explained. She turned back to Wesley. "So that's how he's hiding it?"

"No, that's how he _was_ hiding it," Wesley stated. Fred gave him a look that both transgenics easily recognized. Seems dog-girl wasn't the only one with a crush...

As Wesley, Fred, Max, and Alec got closer to Angel's office, they could distinctly hear some old song playing. Max and Alec's faces quickly became horrified as they were able to make out the lyrics as well.

They stood, staring, transfixed at the sight of the Buffy puppet belting out the tunes on a makeshift stage, previously Angel's desk, using a rolled up newspaper as a microphone as the stereo behind her blasted 'I will Survive' by Gloria Gaynor. She tossed the pretend microphone to the Angel puppet as the song changed to 'I Just Want to Be the One in Your Life' by Barry Manilow.

"Is it safe to say they're completely hammered?" Alec questioned rhetorically. Angel and Buffy finally noticed they were there.

"I'm not sure 'safe' is the operative word..." Wesley replied. Buffy hopped off the desk as Angel turned off the stereo. Both puppets walked over to them with a slight sway to their walk and a small slur to their speech.

"Hey! It's my buddies!" Buffy proclaimed loudly before looking over her shoulder at Angel, and nearly toppling over. "My buddies are the people I hang out with now. They're cool. They all have _superpowers_!" She stated this in a stage-whisper.

"Yeah...they're wasted," Max agreed.

"No such thing," Angel slurred. "I'm a vampire with a _soul_. It wouldn't do anybody any good if I were in a waste...can."

"She meant you're drunk, Angel," Fred explained as if she were speaking to a small child, which it looked like she was. Both Angel and Buffy made 'phff' noises and turned their heads to the side, taking long sips of what obviously were alcoholic drinks.

"Vampires don't get drunk, silly-billy," Buffy giggled.

"And what about you?" Alec asked. More giggles. Buff put her finger to her lips.

"She...no tricks now...keep the lies to yourself. Just dance!" She tried to strike a dance pose, but just ended up looking like a slash between a flamingo and a fish.

"Okay...what do you say we sober these two up before actually telling them about the whole Framkin deal?" Max suggested, pushing Angel away who had been trying to get her to join his and Buffy's dirty dancing. The others quickly nodded.

"Agreed," they chorused. Buff suddenly giggled.

"What?" Fred asked.

"Max said Framkin," she stated. They stared at her incredulously. "Framkin rhymes with Hamkin. Ha ha. Max said 'ham kin.'" She gave Max a playful slap to the leg. "Like there's actually a kin of ham."

"Let's make that sobering extra quick..."

**A/N-Wow. I had a lot of fun writing that...I hope you all liked it. Be sure to show your appreciation with reviews! wink wink**

**Sky Angel-Thanks ;o) I'm glad you liked it.**

**Doza-Thanks ;o) No offense taken. I had noticed it getting a little dull as well because I already knew what I wanted to have happen...I just had trouble getting it written out. I'm glad you liked it.**

**Cora-Thanks ;o) I loved that episode too. Illyria _will _be coming once I get to that part of the Angel time line.**

**A/N2-I was going to have the lyrics to the songs but then I found out I'm not supposed to post them unless I actually wrote them...(thanks for telling me LadyV77 ;o)**


	9. Chapter Eight

Chapter Eight

Buffy held an ice pack to her puppet head and groaned loudly. Angel wasn't in much better shape. The others watched them in obvious sympathy. Buffy suddenly threw the ice pack across the room. It made a loud smacking noise as it split in half, creating a dent in the wall. The others' expressions quickly changed to surprise.

"It wasn't helping," Buffy stated simply. Lorne walked over to the destroyed ice pack and gingerly picked up the pieces.

"No problem sweet thing. I'll just try to find something more suitable for your...condition," he gave the others a pointed look before exiting the room. Angel sighed heavily as he stretched out in his position on the couch.

"You're both sober now, right?" Max asked. "No more with the crazy dirty dancing and creepy come ons?" Spike snapped to attention at that comment.

"Wait a min..._Angel_ _hit on you_?" he asked incredulously. Angel shifted uncomfortably and glanced at Buffy. Max simply rolled her eyes.

"He was drunk," she stated.

"Exactly!" Angel quickly agreed. "No way am I attracted to Max! She's just..." He trailed off as he noticed Max's look. "A very, very beautiful woman who..."

"Excuse me!" Spike and Buffy cried out. Angel suddenly looked conflicted as he looked to the others for help. He looked very comical due to his current puppet state. Max grinned and ruffled his hair.

"Just kidding, Kermit," she said. Angel scowled up at her.

"I'm not even green," he protested.

"You were a few minutes ago," Alec replied dryly.

"So..." Wesley loudly cleared his throat. "It's obvious that you two are as normal as you can be at the moment...shall I explain our current problem?" Angel and Buffy quickly nodded. "It's all in the broadcast, some very nuanced magic, but we found it, finally."

"It's a hidden carrier wave that..." Fred continued.

"Fred...skip the technical stuff," Angel interrupted. Fred looked slightly dejected before quickly recovering.

"He's been draining energy from the kids, as we already know, and judging by yesterday's signal...Framkin's ready to take out his whole audience." Buffy's brow furrowed.

"He's the creator-person, right?" she asked. Fred nodded. "Just making sure...I suddenly had a weird connection between that name and ham." Max bit back a smile.

"Angel, that object that you described in that hidden room is probably the repository for the children's life force. We'll have to break the magic force around it," Wesley explained.

"And then we won't be puppets anymore?" Buffy and Angel chorused eagerly. Wesley and Fred barely had time to nod before the little puppets rushed towards them in overenthusiastic gratitude.

"I love you guys," Angel stated, his voice coming out slightly muffled. Buffy quickly nodded her agreement as she clung to Wesley.

"All right, you owe me twenty bucks," Faith broke the silence as she held out her hand to Alec. He grunted in annoyance and reluctantly gave her twenty dollars. She grinned in victory and shoved the bills in her pocket. Max and Spike looked at them expectantly. "What?"

"You made a bet without us...I think I feel hurt..." Spike feigned a look of surprise. Faith and Alec rolled their eyes.

"I said that Angel and Buffy have already proved that they aren't themselves so it was just a matter of time-30 minutes to be exact-before they showed that weak and very, very gratifyingly puppy-lovin' side," Faith explained. Max just frowned.

"And you didn't tell me about this bet when you _know _how..." she began but Wesley clearing his throat made her turn her attention back to him.

"While this is all very fascinating...can we please get back to the problem at hand?" Wesley stated as he awkwardly patted Buffy on the head. She and Angel suddenly pulled away, composing themselves as they shot Alec and Faith dirty looks.

"Yeah...We'd better get movin'," Angel said. "Framkin knows we're onto him. If he's ready to zap his whole audience, he'll pull the trigger today for sure."

Gunn suddenly walked into the office, showing off more confidence than usual. Max and Alec noted this with furrowed brows, but they didn't comment.

"Not him. Them," Gunn stated. "Framkin's not doing this. It's the puppets. They're demons. 'Smile Time' ratings hit an all-time low last year and Framkin signed a deal with some devils to bring it back to number one."

"How ambitious of him," Spike drawled.

"It was a pretty tricky legalese, too. Framkin must have missed some of the fine print," Gunn continued. Angel began pacing around the room. "These devils have a particular M.O."

"They've done this before?" Fred asked, obviously surprised.

"You see the last season of 'Ally McBeal'?" Gunn countered. At their confused expressions he rolled his eyes before continuing. "Never mind. The point is, you wanna take out 'Smile Time', you gotta take out the puppets."

"Sounds simple enough. Let's head out then," Faith replied quickly, getting up from her chair. Angel nodded his agreement as he walked over to his desk and took a sword off the wall.

"Time to destroy some demon fluff," he stated before tossing the sword to Buffy. She squeaked and dodged to the side. Everyone stared at her incredulously.

"I can't catch a flying sword with only three fingers!" she growled as she picked it up with both hands.

"But you can slice up some evil muppets, right?" Spike replied. Buffy's mouth curved into a sly grin.

"Just point the way..."

* * *

Angel and Buffy cautiously led the others into the 'Smile Time' offices. The same feeling of creepy dark magic put everyone on alert.

"Okay, the actual studio set should be farther down...The egg thingy is behind that file cabinet over there..." Angel pointed to said file cabinet and turned to Fred and Wesley. "Do your thing. We'll take care of the puppets." They nodded and Angel and the others headed towards the set, leaving them behind.

Angel motioned for the others to wait as he opened the door. He looked quickly from left to right and then let the others enter. Spike scowled at him, not liking being ordered around by a stuffed toy, let alone the fact that it was a stuffed toy version of Angel. He quickly turned his attention to the other puppet talking into a camera. He recognized him as Polo from the videotape Fred and Wesley had shown him and the others. He was obviously the boss puppet. And he was in the middle of working his energy-sucking mojo.

"That's it everyone...just keep your hands right there..." Polo was saying. "Oh! Ohh...let it go! Let it all go!" Spike exchanged a look of disgust with Max.

"I think I've had just about enough of horny puppets, how 'bout you Maxie?" Spike asked casually. Buffy snorted and caused everyone to look over at her.

"And you guys never even _met _Sid," she commented dryly.

"Hey, was that that wooden dummy you once told me about?" Faith asked smiling, pleased that she knew who Buffy was talking about. Buffy only nodded, her attention back on the puppets, who had finally realized they were there.

"You!" Polo cried out, stepping away from the camera and fixing Angel with a murderous glare. "What do you think you're doing here?" Angel responded by leaping towards him, letting out a primal yell. Spike cocked his head to the side, smirking at the sight of two puppets fighting. His smirk was promptly wiped off his face as a dog tackled him.

"Hey dudes! You're, like, ruining the show!" the dog puppet complained as he tried to bite Spike's face. Spike countered the puppet's growl with one of his own and threw it off of him. It landed near Gunn's feet and he quickly cut it's head off.

He stared at the dismembered ball of fluff before replying, "We're workin' on it." He looked over at Angel, who just got punched into a dog house by Polo. "Angel!" Polo quickly turned to a giant purple puppet with a horn for a mouth.

"Ratio-the nest egg!" he cried out. Angel reached out and pulled Polo into the dog house with him. The beginning of another scuffle could be heard. The purple puppet-Ratio-let out a squeak from his horn and hobbled away from the set. Angel suddenly threw Polo out of the dog house. Faith was standing by with a battle-axe.

"Got him!" she yelled, about to take a swing. But another puppet boy jumped her and grabbed her around the neck. Faith made a grunting noise and pried the puppet's hands off of her, flipping him onto the ground. She gave him a swift kick to the face but he simply grabbed onto her leg. She let out a cry of annoyance and tried to shake him off. A sweeping blade suddenly cut off the puppet boy's head.

"Go back to hell Chuckie," Alec quipped as the puppet simply fell off Faith's leg. Alec gave her a broad smile and hefted the blade onto his shoulder smugly. A girl puppet suddenly flew past them at Gunn.

"That must be Chuckie's bride," Faith muttered as the girl attempted to break Gunn's neck, but she only succeeded in spinning them off the stage.

When they fell to the floor the girl puppet got off Gunn and he tried to sit up but she quickly jumped him, landing on his chest.

"Gimme those pretty eyes," she snarled. Gunn struggled to get her off of him.

"Hey!" a voice called. The girl puppet looked up and got a face full of steel. Gunn pushed her away and turned to his rescuer. The Buffy puppet extracted the blade and gave him a grim smile. "You good?" He nodded and opened his mouth to say something when a loud shriek made them both look towards the source.

Max had just ripped the arms off of a puppet.It let out another high pitched shriek and Max quickly silenced it by throwing it towards a treehouse. It was quickly followed by Polo and they both crashed into and broke the wooden railing. They fell on the splinters and fell limp. The others exchanged looks as they observed the transformation that the Angel puppet had made.

"What?" he asked indignantly, yellow eyes glowing.

"Those are probably as harmless as vampire fangs are ever gonna get..." Spike commented, gesturing towards Angel's felt fangs. "When I had that soddin' chip in my head at least if you got pricked you bled." Angel scowled at him as his face transformed.

"Shut up Spike," he grunted as he picked up his fallen sword. Spike rolled his eyes.

Buffy looked around at all the puppet carnage. White stuffing was spread around the room like fake snow during Christmas time. Then she stared down at her own hands. Still in puppet form.

"Um...why aren't we changing back? Wesley and Fred obviously reversed the evil magic that..." she trailed off as the previously zombie-like camera crew began to stir to life. Buffy made a sigh of annoyance and then turned to Angel. An understanding passed through both of them and they promptly fell limp.

"Hey...who are you people?" a startled employee suddenly demanded. "What are you doing here? You aren't authorized to be here, are you?" The others rolled their eyes and ignored the prattling crew, picking up the Angel and Buffy puppets. "Hey! Those are props! What do you think you're doing? You can't take those!"

* * *

"So we still have like 2 or 3 days til we actually become normal again?" Buffy asked, her voice sounding slightly strained. Wesley nodded in confirmation.

"What are they supposed to do until then?" Max asked. Alec suddenly grinned.

"Ooh! Ooh! Boob tube," he suggested eagerly. Max rolled her eyes and made a swipe at his head.

"That's it? Just watch tv for 3 days?" Angel asked as Alec rubbed his wounded head. "I'm CEO of this place. I can't just take 3 days off."

"Oh no, 'cause then something good might happen. Like destroy all evil," Buffy snapped sarcastically. Angel narrowed his eyes at her.

"I thought you got over that. Don't you get that what we're doing isn't entirely bad? We just saved millions of kids! Or were you too busy worrying about your stupid puppet hair to notice?" he growled. Buffy's eyes darkened.

"_I _wasn't the one trying to put gel in my hair to style it like _Barry Manilow_!" she hissed angrily. Angel clenched his fists.

"I was drunk," he stated.

"That seems to be your excuse for everything isn't it? 'I didn't intentionally hit on Max, I was drunk'. 'I didn't try to style my hair like Barry Manilow, I was drunk'. Next you'll be saying 'I don't actually like to brood, but the alcohol makes me'," Buffy retorted, doing a frightfully good impression of Angel.

"What makes you think I like to brood?" Angel asked indignantly. Spike snickered. "What? I _don't_."

"Right. And I really wish my hair was brown and feathery," Spike replied.

"Careful, I think some of that sarcasm dripped on your shoe," Alec drawled.

"Angel, brooding is just something you do. It's part of your daily routine. Wake up, shower, brood, drink breakfast, and brood a little more. It's not..." Buffy began.

"How would you even know what my daily routine is? You've only been here a few days," Angel interrupted angrily.

"Maybe so, but I know _you_," Buffy snapped. Angel narrowed his eyes at her.

"You don't know me any more than you know how to _not _be a slayer," he growled. Buffy opened her mouth to protest but Angel continued on, ignoring her. "You knew the me back in Sunnydale. But that was practically _6 years_ ago, Buffy. And you've hardly seen me since then."

"Well, it's not like we could actually have a cup of tea whenever we felt like! You in LA, me in Sunnydale. You leaving me so I could have a 'normal' life, me hating you for it but moving on. Which you've obviously done as well!"

"You don't know what I've been through. How's it changed me and the people I keep close to me."

"I know plenty. All I have to do is look at Wesley!" The others realized they probably shouldn't be witnessing this blown out argument and so quickly and quietly, they exited the room.

"That's one small adjustment in the mosh-pit of changes. There's a hell of a lot more that you couldn't even begin to understand!" Angel argued.

"How would _you _know? You're not the only one who's had to deal with some trauma! Did _you _come home to find your mother's dead body on the couch? Did _you _die to save the world and go to heaven and then get wrenched out by your friends? Did _you _find yourself using someone you're supposed to loathe as a sex tool just so you can actually feel something? Did _you _have to witness your best friend give into the darkness because she was overcome with grief for losing the person she loved most? Did _you_ have to lead a bunch of initially terrified girls into a battle that would most likely cost them their lives as well as the world as we know it? And then did you lose one of your closest friends because he couldn't be around anything that reminded him of his dead lover?" Angel glanced away. "I thought so. _Now _tell me I wouldn't understand."

"I will," he stated sharply. Buffy stared at him in surprise. "Just the fact that you actually said _any _of that just shows how much you don't understand." That seemed to be that last point of his argument and he turned and walked over to his elevator, pressing the button. Buffy could only watch him in bewilderment. "You want to know the irony of this situation?" Angel suddenly asked without turning around. "Most of what you just said relates in some bizarre way to something that has happened in Los Angeles." He stepped onto the elevator and glanced back at Buffy. "But then...it's always different for everybody, isn't it?" The doors shut.

"If they relate in some way to what's happened here...why wouldn't I understand?" Buffy mumbled to herself. Her confused expression suddenly turned to one of anger. "Maybe because the bastard didn't actually _tell _me anything. And he says he's changed..." She huffed as she walked out of the office. "Liar."

_**Two days later...**_

"Now what are we supposed to do?" Dawn asked, exasperated. Faith shrugged.

"Beats me," she replied. "I'm not very good with the whole touchy-feely part of relationships. I usually go straight for the..." She uncharacteristically caught herself from spilling too much information. Dawn raised an eyebrow at her.

"If you were about to say 'sex', I really couldn't care less. I'm seventeen, remember? Not like I've never heard the word."

"Guess my vocabulary is a little more advanced than yours then," Faith stated, giving her a half smile as she flopped backwards onto a bed and picked up the tv remote. Dawn rolled her eyes and mirrored her position on the other bed.

"When is Max coming back with Buffy?" she asked.

"Between now and never. Why?" Faith replied absentmindedly as she flipped through the channels. Dawn scoffed.

"How can you ask me 'why'?"

"Exactly how I just did. Why?" Dawn scowled.

"You know what I mean."

"Yes I do, but it's more fun this way."

"How was Buffy when you last saw her?"

"You mean three hours ago when you and I both asked her and Max where they were going?" Faith questioned dubiously.

"Faith..." Dawn retorted in a warning voice. Faith chuckled and raised her hands in mock surrender.

"Fine, fine. She seemed depressed. But now that she's back to human form that's pretty much to be expected of her, right? I mean, being around Angel always does this to her. Especially after they've had one of their heated spats."

"But this one sounds like it was more heated than usual," Dawn replied.

"That's because it was, kid," Faith said simply, as if it were the most obvious thing in the world.

"I'm not a kid," Dawn corrected automatically. "And it's not like I was _there_. Like you and Max, Alec, Spike, and all the rest were. I had to hear it from you guys. And I get the feeling you didn't actually tell me everything."

"That's just the genetic paranoia talking. We told you as much as we heard. The only people who know what else was said are the former puppets who said it."

"But..." Dawn began but the sound of the hotel door opening stopped her. Max and Buffy walked in, both laden with shopping bags. Dawn and Faith's mouths dropped open at the sight.

"You guys went _shopping_?" they chorused.

"It's a helpful therapy thing," Buffy replied defensively. Max nodded in agreement.

"Are all of those bags Buffy's then?" Faith asked. Max snorted.

"Please. I'm not completely fashion-impaired. I know how to buy great clothes," she stated.

"If you say so," Faith mumbled as she began rummaging through some of the bags. Max glared at her but didn't reply.

"So. Did the therapy help?" Dawn asked suddenly, not wanting to wait any longer. Buffy glanced expressionlessly at her. "What?"

"It helped a little," she replied grudgingly. "I'm just glad I didn't forget my size."

"Why would you?"

"Hello? Former puppet here?" Buffy gestured emphatically to herself. "Being only 20 inches from the ground can really mess with your head. In more ways than one." She visibly grimaced.

"Have you talked to Angel yet?" The grimace deepened.

"Faith. Tact was never one of your strong points, was it?" Buffy retorted. Faith shrugged and gave her a half-smile.

"Being tactful only takes up time," she stated simply. Buffy sighed heavily and sank down into a sofa chair.

"No, I haven't talked to Angel. I haven't even seen him. I don't even know what I'd do if I _did _go anywhere near him. But beating on his head with a 2X4 sounds strangely appealing."

"Always a valid option," Max replied, pointing at her with a silky blue camisole.

"But I think I have to figure out a more mature way of expressing my feelings," Buffy continued, giving Max a pointed look.

"That actually sounds grown up. Is Buffy growing up?" Dawn questioned jokingly. Buffy whopped her on the head with a pair of designer jeans. "Ow."

"Faster than you are, squirt," Faith pointed out. Dawn rolled her eyes.

"So what's your idea of a 'mature way of expressing your feelings'?" Max asked as she changed into a newly bought shirt. She silently looked to the others for approval and they each gave her a nod of confirmation.

"There are so many answers to that question, I couldn't possibly pick one out," Buffy replied. "At least not any ways that I could see myself actually doing..."

"Then start with the ones you can't see yourself doing," Faith suggested. "Just to get the ball rolling." Buffy exhaled slowly.

"Well, there's the whole calling him and asking to meet him in private and then proceeding to talk about my innermost feelings." Dawn made a weird noise with her tongue and turned her thumb down.

"Next," she ordered. Buffy gave her a weird look but complied.

"There's the one that includes me showing up unannounced at his office and just talking to him. Whether that involves more yelling or..." she trailed off.

"Rapturously vicarious smoochies?" Max supplied with an added wink. Buffy laughed and threw a pillow at her.

"_No_," she stated, trying to sound firm but the poorly hidden smirk gave it away.

"So that's something you can see yourself doing? Yelling at him and then kissing his lips off?" Faith asked. Buffy rolled her eyes and suddenly the smirk was gone.

"I know I can't. And I don't like to believe that I even _want _to after what he said to me...And being the guy that he is, he probably feels the same way. But apparently that's my problem. I'm assuming I know him but according to _him_...I don't."

"Then maybe you should," Max said bluntly. Buffy glanced at her in confusion.

"I should what?" Max rolled her eyes in annoyance.

"You should get to know him, smart one," she replied. "If he doesn't think you know him any more or 'well enough' to understand anything about what's been going on in his life...find out."

"Yeah," Faith quickly agreed. "Push your way back into his life and annoy the hell out of him, so to speak."

"You think so?" Buffy asked, scrunching her nose in hesitation.

"Absolutely," Dawn added, grinning encouragingly. "Get him to tell you everything. How can he not? Especially if he was just yelling at you for not knowing anything. How could he deny you the chance to learn?"

"The effort alone should be enough to get his attention."

"Plus, hey, bonus-you can at least get his friendship back if not his kissable lips." Another pillow went flying.

"What if he won't let me know?" Buffy asked after the pillow hit its target, Faith.

"Guess you'll just have to find out for yourself."

* * *

A knock on his office door caused Wesley to look up. Angel was standing in his doorway, looking very conflicted.

"Hey Wes, got a minute?" he asked. Wesley didn't hesitate to nod and gestured to a seat in front of his desk.

"What is it?" he questioned, even though he knew very well what was troubling the vampire. It didn't take a genius to figure out that all Angel had on his mind was his fight with Buffy that had occurred two days ago.

"I-It's Buffy. I don't know...I mean..." Angel fidgeted in his seat, trying to find the right words. Wesley pitied the guy and decided to help him.

"We did happen to overhear most of that argument, you know, Angel. And while I don't think that was the best way to express how you were feeling, I believe you had the right to say what you did."

"But that's just it...I didn't exactly have the 'right'. Sure, Buffy and I haven't seen a lot of each other. But, I should have realized that she's gone through basically the same changes that I have. Only...different." Angel's face contorted in confusion. "That didn't really make sense did it?" Wesley smiled slightly.

"I understood what you meant," he replied. Angel visibly relaxed.

"I've been racking my brain for the past two days and I can't think of a solution. Any ideas?"

"Besides the obvious 'call her and get her to meet you somewhere so you can talk'?" Wesley asked, raising both eyebrows at him. "Not really. That seems like the most sensible way to mend this gap in your relationship. Just hear the girl out and say what you need to say. I'm sure you'll both feel better when it's over."

"But..."

"Oh for God sake, man!" Wesley blurted. Angel stared at him in alarm. "It's not that complicated! If you truly wanted a solution to this, which you obviously do, you'd have left and phoned her by now!"

"Why are you yelling?" Angel asked, speculation evident in his voice.

"Because!" Wesley stated without an explanation. Angel cocked an eyebrow at him.

"Because...what?" Wesley sighed heavily.

"Angel...if there's a woman out there...who you find truly attractive, smart, strong, and all the possible good qualities that fit your own needs. And if you have the added bonus that your own qualities fit her needs as well. If she represents even _part _of what you think makes this world worth fighting for...you have to do something about it." Angel studied him carefully.

"Who we talking about here?" he asked softly. Wesley suddenly found the papers on his desk very interesting before glancing over Angel's shoulder to the door.

"Fred." Angel nodded in understanding.

"Yeah, I figured as..." he trailed off as he realized Fred was actually in the room. "Guess I'll get workin' on that whole...mending my...relationship...thing..." He hurried out of the office.

Fred watched him go with a confused look on her face and then turned back to Wesley.

"What was that about?" Wesley shook his head and smiled at her.

"Nothing new. Can I help you with anything?"

"Well, it's late. And don't have a car...at least at the moment because it's in the shop again. So I was wondering if maybe you and I could..." Fred began, smiling nervously.

"Oh certainly," Wesley interrupted as he picked up his phone. "Yes, Ms. Burkle needs a driver to take her home tonight." Fred stared at him, deflated. "That's right. 511 Windward Circle." He hung up the phone and looked back to her, smiling. "Well, we'd better get some rest. No telling when a new crisis will strike." He grabbed his coat and headed toward the door. Fred suddenly stepped in front of him.

"You're just gonna go aren't you?" Wesley looked at her, confusion apparent.

"Fred..."

"Haven't you been...sensing anything lately...about me?" Fred asked, frantically searching his expression. "Uh...didn't it occur to you that...something might have changed? That-I'm looking at you in a different-Oh screw it." She stepped forward and put her hands on both sides of his face, kissing him on the lips. Then she pulled back and looked into his eyes. "That was a signal, okay? Is that...clear enough for you?" Wesley dropped his coat and smiled, fully meeting her eyes.

"Not even close," he stated before kissing her more passionately. Fred put her arms around his neck, a small contented smile briefly forming on her mouth before completely losing herself in his embrace.

**A/N-Once again...I am soooooooo sorry it took me _forever _to update. I tried to make the chapter slightly longer to make up for it...I hope it worked ;o)**

**screaminheathen69-Thanks ;o) I'm very glad you're enjoying this story and I'm truly sorry I made you wait so long for the update...**

**meri24-Thanks ;o) Sorry again for the slow update...**

**Sky Angel-You're welcome, I'm glad you enjoyed it ;o) **

**Doza-Thanks ;o) I'll try to add more humor but there's got to be _some _drama or it wouldn't be a true Dark Angel/Buffy/Angel fic. I love Fred too, it'll be interesting to write her as Illyria...**

**LadyV77-Thanks ;o) I resubmitted it (I didn't know you can't have song lyrics...oh well)**


	10. Chapter Nine

Chapter Nine

Max stared up at the ceiling unblinkingly. For the life of her, she couldn't figure out why she found it so interesting. It was so plain. So...boring. Just a slight peachy color. There weren't even any of those glow in the dark planet thingys that she had seen on the ceilings of the new slayers. Having been born and pretty much raised in a cold dark cell for 9 years and then simply trading that in for either the outside, some barn, or an abandoned warehouse until finding that nice comfortable apartment in Seattle...she had never had a proper kids room. Not even Lucy's room was that kiddish. Having to deal with that drunken hellion of a father didn't exactly rate as cheery fun kid time. The room was kinda lonely anyways. It wasn't like Lucy's family was raking in the dough.

_Just one of the many other things I missed out on_, Max thought bitterly. _And by the time I got to Seattle it was too late anyways. How could I have a kid's room when I was 18 years old? _

Thinking about Seattle caused an unexpected pang in her heart. She hadn't really thought about the people there in so long, she felt a wave of guilt.

_More like a tsunami..._A small sigh escaped her lips. _How could I not keep in touch with OC, Sketchy, Kendra...how could I forget _Normal_? Whoa...I even forgot about Logan. But that doesn't really come as a surprise since I can't really stand the sight of him anymore. What was I thinking? I thought _he _was good-looking? Wow. _Max scrunched up her nose at the idea, but her mouth soon formed a coy smile._ Spike definitely redefines the word 'hot'_. _And he's not even a transgenic. He's a vampire. _Another sigh found it's way out of her mouth. _Which kinda presents a problem. One that I _really _don't want to think about right now._

Max finally wrenched her gaze away from the ceiling and looked to her left. All she saw was Spike's hair. It was slightly brown at the top but the rest ofit was let loose in a frenzy of white-blonde curls. Max tentatively reached out and was once again surprised by how soft his hair was. The movement caused Spike to stir and roll closer to her, now on his back. Max watched his sleeping face for about a minute, fascinated with his cheekbones-which looked like deep knife gashes in the shadows. She finally tore her gaze away and turned back to the ceiling. But her previous annoying amazement with it was gone. All that was left was a wall that happened to be above her.

Max rolled her eyes and slowly got out of the bed. She reached the doorway and then looked back. She was definitely glad Spike had agreed to a bigger bed. He had almost choked when she suggested it. She still couldn't figure out why. They loved each other, right? Why _wouldn't _she come to stay with him every once in a while if not every night?

_Maybe he thought I was suggesting we have sex right away..._Max almost laughed out loud at the thought as she quietly closed the new doors to the bedroom. _Sure I feel like jumping him sometimes but...I only just forgave him for not telling me he was back. There's still some other tidbits to sort out. _

She rolled her eyes again as she settled onto the couch and flipped the tv on, making sure the volume was extra low.

_God, now wonder I can't go to sleep. My brain's busy on Spike/Guilt overdrive..._

* * *

"I'm hungry," Alec complained. Faith shot him a sideways glance.

"Then go get some food. The little mini fridge is over there," she gestured towards it but Alec didn't move. She turned her head to fully look at him. "What?"

"I'm weighed down in all my wonderful hotness...can you go get it for me? Sweetie?" He gave her what he thought was his best charming smile. Faith just cocked an eyebrow at him. Alec rolled his eyes skyward and sighed heavily. "That's not fair. I got _you_ food _last _night." Faith's mouth formed into a slow smile.

"Yeah, but that's 'cause I'm just so much better at the seductive thing than you are." Now it was Alec's turn to raise his eyebrows.

"Excuse me? Who do you think you're talking to?" Faith gave him the once over and feigned a look of boredom even though her heart fluttered whenever she laid eyes on him. Alec seemed oblivious, though. "I'll have you know I could have any girl back at Manticore and even out in _this _world."

"Maybe so, but the girls you're talking about must have the IQ of a wet mop if they were fooled by that 'charming' attitude you give them," Faith teased. Alec smirked.

"But you're too smart for that, aren't you?"

"Damn straight." Alec's smile widened as he reached out and gently traced imaginary lines on her face and down to her neck. His touch was feather light and Faith struggled to keep her eyes from drooping closed. It didn't take long for her to just give in. Alec leaned down and captured her lips with his. A few seconds later Faith found herself laying down on the bed with Alec on top of her, their kisses growing more intense.

Her mind clouded, but she felt she had to say at least one thing, "This doesn't count, ya know."

"What doesn't?" Alec asked as he trailed kisses along her neck.

"I'm not falling for your attitude," Faith continued. Alec laughed softly and kissed her lips again. _I'm falling for _you.

* * *

Buffygazed up at the night sky. Only a handful of glittering stars could be seen clearly.

"The wonder of pollution at work," she mumbled to herself.

She couldn't sleep. She had tried, of course, but Buffy couldn't get her body to shut down. Not even for an hour. It was all she wanted, really. Just an hour of complete bliss that would take her away from this world. Temporarily. Buffy scowled.

_But no, my mind's too busy obsessing over Angel, _she thought bitterly. _I should've known better than to come back to LA. I was just looking forward to seeing my former home. And finding out for myself that Spike was back. Stupid Spike. I can't believe he didn't tell Max that he wasn't as dead as she thought. She was a complete wreck for so long. I don't know what I would have done if I was in her place. _Buffy suddenly froze and her eyes widened. _Come to think of it...I _had _been in the same place. Not at the same time, of course. But when I had to kill Angel. That summer..._

She laughed softly but there was a hint of sadness in it. _Well, Max sure handled her grief better than I did. _She _didn't go running off to...Los Angeles._

"Holy crap," Buffy said aloud, rubbing her head as realization hit her. "We're more alike than I thought. At least her relationship with Spike is on the rise while mine with Angel is plummeting further and further down the rabbit hole..." Buffy sighed heavily and stood up from her chair. "I need to take a walk."

She tip toed back into the hotel room and found a piece of paper and a pen. After leaving a note for Dawn, who was still sleeping soundly, she quietly exited.

* * *

Max had been so engrossed in watching a late night show, if it weren't for her enhanced senses she wouldn't have noticed Spike come out of the bedroom.

"What're you doin', luv?" he asked, still slightly groggy.

"Couldn't sleep." Spike made a grunting noise and scratched the back of his head. "Why are you up? You looked like a bulldozer wouldn't even wake you when I left."

"Not all gifted with shark DNA like some people," Spike replied, motioning for her to scoot over so he could sit next to her. She complied.

"I didn't wake you up with the tv, did I? 'Cause I tried to put the volume real low but I didn't want to have to strain _too_ much," Max explained. Spike smiled lazily and kissed her shoulder.

"You didn't wake me up, Max. I just rolled all the way across the bed and realized it wasn't warm," he gave her a pointed look. "Like it usually is."

"Sorry I took away your own personal heater but I just needed something to distract me a little. And after a while the ceiling just got boring." Spike gave her a confused look.

"Why'd you need to be distracted?" Max glanced away, avoiding his eyes.

"Just some guilt trips that were a little overdue," she mumbled. Spike wrapped his arms around Max's waist, trying to comfort her.

"What're you feeling guilty about?" he asked.

Max felt her previous thoughts and feelings come back to her in an overwhelming rush. She suddenly felt suffocated and slowly wriggled out of Spike's reach and began pacing around the room. She didn't notice the look of hurt that passed over his face before he quickly hid it.

"I-It's nothing...nothing that you have to worry about. I think I just need to get some fresh air," Max stated, walking out of the room to get her coat. Spike frowned.

"This is Los Angeles, luv. Not really a big chance in getting any kind of air other than the toxic kind," he called after her. Max returned a few seconds later, shrugging on her coat.

"I lived in Terminal City for almost two years. I think I can handle a little pollution without gagging."

"Uh huh," Spike murmured skeptically. Max ignored his tone and gave him a quick kiss. "Wait. I'll get my coat and go with you." He started to get up but Max gently pushed him back down.

"Go back to sleep, William. I'll be back in a few hours." Then she headed out without looking back, leaving Spike with a bewildered expression on his face.

"Did she just call me..." he trailed off as he stared at the spot she had just been.

* * *

It was sheer coincidence that Max and Buffy ran into each other out on the streets. Neither one really knew where she was going but they continued walking anyways. Both plagued with thoughts and memories they'd rather just forget.

"What are you doing out here?" they chorused before smiling sheepishly.

"You go first," Buffy commented. Max shrugged.

"I don't really sleep and so I figured I could just take a walk," she explained. Buffy nodded.

"Sorta the same with me. Except for the whole not sleeping thing. That _is _something I usually do."

They continued walking down the road in comfortable silence. A single black SUV drove past them, the engine destroying the quiet.

"So. What do you usually do to clear your mind?" Buffy asked.

"Ride my motorcycle," Max replied simply. Buffy raised her eyebrows in surprise. "What?"

"Just a little...different. Then what I do, I mean."

"And what do you do?"

"Kill things, mostly." Max laughed.

"Oh, that's in no way more drastic than riding a motorcycle in the dark," she replied. A small smile formed on Buffy's mouth as she kicked a pebble across the street.

"Okay, so it is. But I don't..." she trailed off as that familiar creepy tingle crept up her spine, prickling her neck. She glanced at Max and noticed she was listening intently for something. "I take it you feel that too?" Max nodded imperceptibly, her eyes fixing on an alley across the road. It might have been a trick of the light but Buffy swore she saw Max's eyes dilate. She wasn't sure if that was some transgenic thing or she was just imagining it. Buffy turned to look back at the alley and distinctly saw something moving in the shadows. She reached into her jacket pocket to pull out the stake that she always carried with her. Even ifthe thingwasn't a vampire, the stake could still be used as a weapon.

"Alright. I think we should..." Buffy began as she turned to face Max again, only to find her gone. She quickly whirled around, trying to pinpoint where she was. Loud scuffling suddenly reached her ears and she started toward the alley. She caught a glimpse of Max fighting something before she was pushed to the ground, losing her stake in the process. She sighed more in inconvenience than anger and rolled onto her back, quickly flipping back up. She managed to kick whatever had attacked her in the chin. It let out a growl and Buffy saw fangs glint in the moonlight.

_Definitely a vampire, then. _

She blocked the punch he threw at her but missed the kick he sent to her shin. She inhaled sharply and backhanded the vampire across the face.

"What's with kicking the shin? This isn't soccer, dumbass," Buffy growled. She tried to punch the vampire again but he grabbed her arm, pulling her toward him so he could land a hit to the back of her neck. She stumbled forward but quickly grabbed his arm to steady herself and then bent her leg backwards to kick him in the face.

It was then that Buffy finally spotted her lost stake. She drop kicked the vampire in the chest and landed a punch to the side of his head. Dazed, the vampire stumbled to the side, falling to the ground, and Buffy quickly retrieved her stake. But a grunting noise made her look to her left.

The vampire that Max was fighting had both of Max's arms pinned behind her back and was leaning in to take a bite out of her jugular. Buffy had only made one step towards her when Max let out a low growl and snapped her head back, catching the vampire in the nose.It let out a howl of pain as an audible crack could be heard. Blood gushed from the broken nose and Max quickly took advantage of her opponent's pain and wrenched her arms free, clocking the vampire on both sides of her head.

Seeing that Max had the upper hand again, Buffy turned back to the vampire she had been fighting. He was just getting up. Buffy didn't even let him get both legs straightened before she plunged the stake into his chest. His mouth was open in a silent scream as he crumbled to dust. The girl vampire seemed to feel like it was her duty to fill in the pain-filled shriek. Buffy grimaced.

"Lemme guess," she said, turning to face the other vampire, who was now in the previous position Max had been in. Only Max wasn't leaning in to bite her neck. "You guys were going steady?" The vampire glared at Buffy, her gold eyes gleaming with murderous hatred.

"Nice of him to be a gentleman and die first. Don't ya think?" Max added with a wry smile.

"You stupid bitch. You'll pay for that," the vampire growled. Buffy's face hardened. She _really _hated being called that.

"I kinda think I won't," she replied sharply. "See, being a slayer doesn't exactly require a paycheck. And all that remains of your dead lover is a pile of ashes." She got as close as she dared to the vampire's face, which was practically frothing in anger. "So I don't think anyone will give a crap even if they do notice."

"I'll rip your..." the vampire started to threaten but with a bored look on her face, Buffy swiftly plunged the stake into her chest, silencing her forever.

Max winced as some of the ashes drizzled on her hair and clung to her leather jacket.

"Next time tell me to step away before you do that," she muttered as she hastily tried to shake and wipe the vampire remains off of her. Buffy smiled.

"Sorry. I'll try to remember that," she replied.

Satisfied that she had gotten most of it off of her, Max returned her smile.

"Wanna keep walking and search for more things to kill?" she questioned brightly. Buffy's smile widened as she nodded eagerly. Both women laughed and linked arms as they walked out of the alley.

* * *

Spike tried to focus on whatever the guy with 50 milliliters of Botox injected into his face was saying, without cringing in disgust of course, but his mind kept drifting. Max had been gone longer than just a few hours. He hated worrying about her. She was more than capable of taking care of herself, but he couldn't help it. He had been the same way with Buffy and Drusilla. He hadn't really given a rat's ass what happened to Harmony. He had even staked her himself that one time. Back when he was still evil without a chip in his head and he had a much shorter temper. Not that Spike was Mr. Calm and Self-contained nowadays. He got angry every once in a while like any normal vampire would. Like right now.

"Why didn't she want me to go with her?" he wondered aloud. "And why did she call me William? Not that that's a bad thing..." He unconsciously found himself pacing around the room. "I'd just like to know is all. Has she even called me that before? Did she even _know _that's..._was_ my name?" Spike let out a short sarcastic laugh.

"Of course she did you stupid git," he continued to ramble to himself. "You're just getting all hot and bothered 'cause she didn't invite you to go along on her little 'head clearing' mission she was..." Spike suddenly stopped talking when he felt like he wasn't alone. A familiar scent reached his nose and a grim smile formed on his lips. "Well, well...what brings you here?" He turned slowly and faced the intruder. "Ever heard of knocking, Gel Boy?"

Angel was leaning against the wall with his arms folded across his chest. He was fixing Spike with the same hostile glare that Spike was giving him. "I was going to, but I heard you rambling to yourself and decided I didn't want to miss the hilarity. Trouble in your little makeshift paradise, huh sparky?" Spike's jaw tightened.

"What do you want?" he growled as he sat back down on his couch. Angel rolled his eyes.

"Fred, Wesley, and I are going to check out a lair of some demons. They wanted to know if you'd like to tag along," he replied. Spike smirked at his carefulness not to add himself in the 'wanting Spike to come' idea.

"And why would I want to do that?" he asked, leaning back and putting his hands behind his head with his feet propped up.

"In case you haven't got anything better to do," Angel answered sharply, obviously wanting to just leave.

"What makes you think I don't?" Angel's eyes flashed gold for a second. Spike's smirk widened.

"Fine. You don't want to tag along. Got plans with Max then?" Angel gave him a wry smile before turning to go. Spike's smirk disappeared and he was off the couch in a flash.

"What've you got to gloat about anyway? You ruined your chances with the dog girl as well as Buffy. At least I still _have _a girlfriend," he snapped. Angel's jaw tightened.

"I wasn't _trying _to begin a relationship with do..._Nina_," he corrected himself, causing Spike to grin smugly. "And Buffy and I decided long ago that we can't be together."

"So what? Now you're just going out of your way to ruin the relationship further by pushing the slayer away? Not the smartest idea you've had in that enlarged forehead of yours, ya know."

"That's not what I meant to do. I didn't even mean to say those things to her!" Spike raised his eyebrows at him. Angel shifted uncomfortably. "Alright I did. But I didn't mean for it to come out like that. And I would..." he trailed off and gave Spike a disbelieving look. "And why am I even telling you this?" He huffed and turned to go.

"Because I make a great secret keeper," Spike replied with faux enthusiasm. Angel opened his mouth to retort. "And ya know what? I think I'm having second thoughts on investigating that demon nest with you. Let's gather up the calvary then, shall we?" He gave Angel a bright smile before grabbing his coat and pushing his way ahead of him towards the door. Angel was slightly too surprised to move. Spike poked his head back inside the room. "You coming?" Angel just nodded and soon followed after him.

* * *

"Well this is just dandy," Spike mumbled as he and Angel walked cautiously around the cavern. "Group decides to pair off and I'm stuck with you."

"Would you have preferred to go off alone?" Angel retorted.

"If I knew my way around this place, I'd be happy to."

"But you don't."

"But if I did..."

"But you don't."

"But if I did..."

"You don't!" Angel snapped angrily. Spike made a clucking noise with his tongue.

"Touchy, touchy," he mocked.

"Besides, Wesley and Fred wanted to be together. Why should we separate them?" Angel pointed out tiredly.

"Uh...because then I wouldn't have to search this smelly lair with an already smelly vampire," Spike replied, making it sound like it was the most obvious thing in the world. Angel's brow furrowed.

"I don't smell," he stated indignantly.

"Right. Sure."

"I _don't_."

"Yeah, fine. You smell like a bed of bloody roses," Spike relented sarcastically.

"Ya know, I think you were right before. I think you _should _go off alone," Angel replied. "And hey, if you get eaten by the giant pod insect demons, that's just an added bonus."

"What pod insect demons?" Angel rolled his eyes.

"The ones we're here to clear out," he answered.

"Do they look a little something like that?" Spike gestured to something a few yards away from them with the point of his sword. Angel turned to look and was greeted with a flying squid/spider thing. He quickly stepped to the side and slashed at the bug. He succeeded in cutting it in half. One half wiggled slightly even after it was dismembered. Spike's lip curled back.

"These buggers stay dead after you slice 'em right and proper, don't they?" he asked warily. Angel nodded slowly as they both continued to watch the thing wriggle.

"It should..." he answered. Spike cautiously moved around it as he searched for others. "See any more?" Before Spike could answer, an onslaught of the bug demons rushed towards them.

"Better cut them up into little pieces, just to be safe. Right?" Spike clarified as he proceeded to hack up the bugs.

"Guess so," Angel replied as he fought off some others. He didn't notice one of them land on his back. Spike's eyes widened and he didn't hesitate to strike. Angel howled in shock and pain. He stared down at the sword through his chest before turning to Spike with an expression full of bewilderment. Spike simply looked back at him with such innocence it wasn't that hard to figure out what he was really thinking.

"Spike!" Angel bellowed in anger.

"What?" Spike asked in an even more innocent voice.

* * *

Fred sidestepped an opening pod and turned her flamethrower towards it. As soon as the bug came out, it caught on fire. Fred was tempted to cover her ears as the high pitched shrieking and squealing threatened to break her eardrums, but she kept her hands on the flamethrower.

She continued torching the egg-sacs on the walls and it wasn't long before the whole cave area was alight with flames. Another of the pods began to open up beside her head, but Fred didn't notice the bug coming out of it. Suddenly a gun shot sounded out and Fred glanced over at Wesley, who was standing nearby with a shotgun aimed at the insect creature. Its head was blown off as the rest of its kind continued to be singed by the fire Fred caused.

Fred smiled and put down the flamethrower's nozzle.

"We got the nest," she stated happily.

"Spike and Angel are finishing the sweep," Wesley replied before looking down at the demon he had shot. "Nasty little buggers."

"Kind of cool, physiologically. They reproduce by vomiting up crystals that attract and mutate the microbes around them to form eggs." Wesley gave her a sly grin.

"Are you _trying _to turn me on?" Fred grinned and laced her arms around his neck.

"It's kind of romantic. A roaring fire. A snug little nest." Wesley leaned down and they kissed, backlit by the flames. But the approaching sounds of Angel and Spike bickering caused them to pull apart.

"Fuss, fuss. The thing was on your back and about to strike. What was I supposed to do?" Spike was stating defensively as he joined Wesley and Fred in the cave. Angel followed shortly after him with Spike's sword still lodged into his chest.

"Ask me to turn around," Angel growled. Spike gave him a sarcastic smile.

"Heat of battle. There wasn't time," he replied.

"You just like stabbing me."

"I-I'm shocked-_shocked _that you would say that," Spike retorted with an expression of very believable hurt. "I much prefer hitting you with blunt instruments." Angel rolled his eyes.

"Ya know, we only asked you along 'cause we felt sorry for you."

"If it wasn't for me you'd be bug food. So stop whining." Fred tentatively walked up to Angel.

"Angel?" she began.

"I'm fine," Angel snapped. Fred grinned.

"No, I just want the bug." She bent over to inspect the creature closer. "It's in pretty good shape, and I'd like to take it back to the lab. I always like a new specimen."

* * *

Knox was studying something in a petri dish, deep in thought, when a deliveryman brought in a giant stone sarcophagus. It was sandstone colored with a circular iris at the top, surrounded by five fist-sized crystals.

"Whoa. What is this?" Knox asked, carefully eyeing the sarcophagus.

"Delivery," the man said gruffly.

"Ancient Relics is two floors down," Knox stated. The deliveryman looked onto his clipboard.

"Invoice reads: Science Department. Winifred Burkle." He took a piece of paper off his clipboard and placed it onto of the sarcophagus before heading towards the exit.

"You need me to sign...?"

"Been signed," the deliveryman replied shortly as he exited, shutting the door behind him.

"Okay..." Knox mumbled as he turned back to the sarcophagus. A slow smile formed on his face.

_At last..._

**A/N-I know this chapter had only a small amount of action and probably seemed a little depressing but I promise it will pick up in the next few chapters ;o) Although the whole Illyria event is gonna be putting a damper on things**...

**meri24-Thanks ;o) Yep, you can look forward to another Angel/Buffy argument in either the next chapter or the one after it. I tried to add a little Faith/Alec action, I hope it was enough. **

**babsibaby-The reason there hasn't been a lot of Max/Spike lately is 'cause there is going to be a LOT of pairings in this story and the story might get a little wrecked if I try to add in everyone in every chapter. But don't worry, they're definitely going to be getting more attention in the next few chapters, as will Wesley/Fred** **;o)**

**Delauro-Thanks ;o) Updates should be a lot more frequent now that school's finally out for the summer (YAY!) **

**Doza-Thanks ;o) I really liked Illyria, too. I can't wait to start writing her...hehe. **

**screaminheathen69-I hope this was soon enough for you ;o) **


	11. Chapter Ten

Chapter Ten

Max unconsciously raised her hand to knock on the door. She stopped herself when her fist was only an inch away. She rolled her eyes as she turned the knob.

"I almost live here anyway. And since when do I knock under _any _circumstance other than delivering packages?" she mumbled to herself as she stepped into the apartment. She expected to see Spike still sitting on the couch watching tv, or in the kitchen drinking his blood. But he wasn't.

"Of course, stupid," she stated aloud. "He just went back to sleep like you asked him to."

But when she opened the doors to the bedroom, the bed was neatly made. No sign of Spike except his lingering scent. Max smiled slightly as she breathed it in. The smile soon disappeared when she realized Spike wasn't there.

_Don't get all worried. Spike is fine, _she thought. _I'm sure of it. _She took a deep breath before frowning.

_But _where _is he fine?_

* * *

"It's bollocks, Angel! Your brand of bollocks from the first to last!" 

"No, you never see the big picture!" Angel shot back. "You can't see _any _picture!"

"I am talking about something primal. Right? Savagery. Brutal animal instinct."

"And that wins out every time with you. Ya know, the human race has evolved, Spike!" Angel yelled into his face before walking away. Spike followed him making mocking gestures.

"Oh, into a bunch of namby-pamby, self-analyzing wankers who could never hope to..."

"We're bigger. We're smarter," Angel interrupted. "Plus there's a thing called teamwork, not to mention the superstitious terror of your aggressors!"

"You just want it to be the way _you _want it to be," Spike argued stubbornly.

"It's not about what I want!" Angel yelled. The sound of someone clearing their throat caused the two vampires to step away from each other in embarrassment. They turned to see Wesley standing in the doorway with a slightly amused expression.

"Is this a topic that we all should be discussing?" he asked.

"No," Angel replied quickly. "It was mostly...theoretical. We..." Spike seemed to get over his embarrassment first.

"Look, if cavemen and astronauts got into a fight, who would win?" he asked as he crossed his arms and looked expectantly at Wesley.

"Ah. You've been yelling at each other for 40 minutes over this?" Wesley asked dubiously. Angel looked down, avoiding his gaze while Spike simply stared at him, still wanting an answer. Wesley's expression turned pensive. "Do the astronauts have weapons?"

"No," Angel and Spike chorused. Wesley seemed to be considering this when Faith and Alec walked in.

"What's the what?" Faith asked casually. Spike, Angel, and Wesley just stared at them. Faith rolled her eyes. "We're really bored, alright? There wasn't much to do after..." She smiled coyly and exchanged a look with Alec. Wesley cleared his throat, opened his mouth to say something, thought better of it, and simply left the room.

"Hello to you too!" Alec called after him. Spike suddenly brightened.

"Hey, if cavemen and astronauts got into a fight..."

* * *

Fred carefully inspected the sarcophagus, thankful that Knox had left the room. It's not as if she hated the guy. He was sweet. But...he wasn't Wesley. A smile formed on her face. How could she not have had feelings for Wesley before? He was perfect for her. They both had the same interests, laughed at the same things, cared about the same things. She had finally met her dream man. 

"Hey Fred?" Max's sudden voice caused her to jump and let out a small squeak of surprise. The female transgenic looked guilty. "Sorry. I didn't mean to sneak up on you. You just looked so lost in thought." Fred shook her head, still smiling.

"It's fine, Max. Can I help you with something?" she asked as she continued to examine the sarcophagus.

"Um...yeah. Have you seen Spike around?" Something in Max's voice caused Fred to look at her with concern.

"Yes, actually. He went with Wesley, Angel, and me to a demon lair. Didn't he tell you?" Max gave her head a single shake. "Oh. Well...um...I'm sure he didn't mean to not tell you, or make you worry, but..."

"Oh, I'm not worried," Max interrupted hastily. Fred raised an eyebrow in disbelief. But Max seemed to determined not to tell her what was going on. "I was just wondering where he was. Thanks."

"Uh, sure," Fred replied as she turned back to the sarcophagus. "I think Spike is here now. Probably in Angel's office." She stared at the end of the sarcophagus where the iris was located. She reached out tentatively toward one of the crystals that decorated the surface.

"Thanks again," Max said, forcing herself to give Fred a smile even though she felt far from happy. "I'll look there." She was about to leave when Fred gently touched her fingertips to a purple crystal. Before either woman could react, the iris opened, letting out a gust of air right into their faces. They both gasped and stepped back, coughing.

"What the hell was that?" Max asked once both of their coughing fits had subsided. Fred shook her head in shock.

"I-I don't know," she replied. "Are you okay?" Max nodded slowly.

"Yeah. You?"

"Uh, I think so." Fred stared at the sarcophagus, clearly still frightened. "That was odd." Max nodded in agreement.

* * *

Spike exited Angel's office with a smug smirk on his face. He knew he was right. Cavemen would beat any bloody astronaut in a fight. 'Specially if it was John Glenn. His smirk suddenly fell off his face as a very familiar scent reached his nose. A second later he saw the source round a corner and walk towards him. He swallowed and stopped walking, waiting for her to reach him. 

But Max seemed deep in thought and didn't even acknowledge him until she came to a sudden stop in front of Angel's office and whirled around to face him.

"There you are," she breathed. Spike's brow furrowed as he immediately noticed that she was stressed out.

"You were looking for me, pet?" Max twitched slightly and the previous vulnerability was gone.

"Of course," she snapped. Spike flinched at her tone. "I came home this morning and you were gone. You didn't tell me you were going anywhere." Spike clenched his jaw, trying not to get too frustrated.

"Left in a hurry," he bit out. "Didn't think you'd mind much since you'd already been gone a while." Max seemed to tense even more and opened her mouth to say something. She quickly shut it as the sound of Wesley shouting pushed the issue aside.

"Someone get medical NOW!" Max and Spike exchanged worried looks and ran past the other people milling around. Confusion and alarm was shown clearly on their faces.

When they reached the staircase, Max and Spike came to an abrupt halt. Lorne and Wesley were holding onto an unconscious Fred.

"Oh my god..." Max breathed before rushing up the stairs. She knelt down beside them. "What happened?" Wesley drew in a shaky breath. His expression wastwistedwith anger anddespair as he shook his head.

"I don't know. Sh-she sang...she coughed up blood and...collapsed." He gently brushed a lock of hair away from Fred's face. Max bit her lip.

"They let us go...they said we were fine..." she muttered, her eyes wide with shock.

"What are you going on about?" Spike asked, his tone was carefully even but his eyes had a slightly gold glint to them. Max ignored him.

"We have to get her back to medical," she stated.

"Our thoughts exactly, cupcake," Lorne agreed as he gently helped put Fred into Wesley's arms.

When they reached the top of the stairs, Wesley and Lorne hurried away with Fred but Spike roughly pulled Max aside.

"What did you mean they let you go?" he asked. "What happened to you and Fred?" Max looked up at him. Her brown eyes were filled with unshed tears. Her sadness softened Spike's approach. He opened his mouth to say something else but Max cut him off.

"Not now," she said through gritted teeth. Then she turned and jogged after the others. Spike didn't waste any time following after her.

He knew she was hiding something from him. Whatever had hurt Fred might eventually happen to Max. He felt infuriatingly helpless without all the info. He needed to do something, but he had to know about Fred's condition first.

* * *

When Fred finally woke up, everyone was crowded around her hospital bed. Wesley was immediately by her side as her eyes fluttered open. 

"It's my boys..." she said. Despite her tired appearance, she was smiling. She noticed Max, Faith, and Buffy around her bed as well. "And some girls..."

"You gave us quite a scare Freddles," Lorne stated.

"Yeah," Angel agreed. "You just need to rest. The lab is doing some blood work." Fred suddenly frowned.

"I'm a mummy aren't I?" Spike shook his head.

"I've fought plenty of mummies, and none of 'em were as pretty as you. Almost none." Max briefly glanced at him but didn't say anything. Fred rolled her eyes.

"Now y'all are being too comforting. What's really going on?"

"You're sick. And you're making it worse by worrying," Gunn replied.

"We've got that sarcophagus under scope," Knox added. "If it gave you anything, we'll isolate it in a few hours." Fred's eyes suddenly widened.

"Wait," she looked over at Max. "You breathed it in too." Max fidgeted uncomfortably as everyone stared at her in surprise.

"You breathed in that mummy dust?" Buffy asked. Max blew out a sigh and nodded. She glanced at Spike, who was clenching his jaw so hard it was a wonder he didn't shatter it.

"Why didn't you say something?" Alec questioned softly.

"Because the medical people let me go," Max replied, almost defensively. "And so far I haven't coughed up any blood or collapsed."

"How could you not tell us?" Angel glared at her.

"I just said why," Max snapped angrily. "Fred's the one it seems to have hurt the most. I haven't shown any of the same symptoms so stop getting all 'Detective' on me and pay attention to who the freaking mummy dust actually injured!" She sighed heavily and turned to Fred, who was just looking at her with sympathy. "I'm sorry, Fred. I hope you get better and we'll do everything we can to make that happen as soon as possible." Before Fred could respond, Max walked out of the room.

Alec and Faith exchanged a look and Alec quickly went after her. Spike made a move to go as well, but Faith gently stopped him. He let out a low growl.

"Alec's known the girl longer, Spike," Faith stated firmly. "She's just freaking out. Let the transgenic cool down a bit." Something that looked a lot like hurt flashed across Spike's face before he quickly hid it.

* * *

"You're scared." 

Max stopped walking and froze, but didn't turn around.

"Does that come as a shock to you?" she replied coldly.

"Nope. You'd have to be a blundering idiot not to be scared," Alec joked. Max didn't respond.

"Does that make me human?" she asked bitterly. Alec winced. "I'll take that as a no."

"Max..."

"No. We aren't human, Alec. We'll never be normal. No matter how hard we try. There'll always be that little nagging fact behind everything. We're mutants."

"Everyone's got problems," Alec shrugged nonchalantly. Max scoffed and shook her head.

"Not like ours. _No one_ has the same problems as us. They can never understand."

"How can you be so sure?" Max finally whirled around to face him. Alec was shocked to see tears in her eyes, which were bright with anger.

"Ever try explaining our experiences to anyone?" she snapped. "Ever tell someone about having your body cut open while you're still awake 'just to see how long it'll take you to recover'? Do they beg you to explain how intense, cruel, and terrifying our 'training' was? Do they listen to your detailed description of what psy-ops was like or how you can snap a 300 pound quarterback with just your thumb and index finger? Do they just nod and go 'hey, ya know, I can do that too'?" Alec watched her hysterical rant with a blank expression. "_Do they?_"

"Just because they can't directly relate to what we went through doesn't mean they don't understand," Alec stated calmly. Max made a huffing noise and turned away. Alec sighed and scratched the back of his head as he stared at her retreating back. A perplexed expression formed on his face. "What does being a transgenic have to do with keeling over from mummy dust?" Max just flipped her hand in a dismissive gesture as she kept walking. Alec blurred forward and grabbed her arm. "Max. Answer the question."

Max hung her head so her hair fell around her face like a curtain. Alec couldn't read her expression. She didn't want to answer him.

"Max," he repeated softly, still holding onto her arm. She started to pull away and he just tightened his grip.

"Max. Tell me," he stated firmly. Max made a sniffling noise.

"Immunity," she finally said. Her voice was so quiet, even Alec had to strain to hear her. "Sandeman made me immune. To everything. Remember? That's how we won the war with the Familiars. I was the cure, supposedly. We never got that far in the war, though, did we? We never saw their dream-our nightmare-come true. We stopped it."

"What does that..." Alec began but Max cut him off.

"Snake poison," she continued. "That was how they initiated new Familiars, right?"

"Yeah..." Alec replied slowly, still not getting it.

"Remember when they tried to poison some transgenics? And they all eventually got better?" Alec nodded. "Well, they tested me when I got captured that one time." He nodded again. "Nothing happened. I was completely immune. Because Sandeman made me that way." Her voice cracked on these last words and Alec tried tostep closer toher but she shrugged him off.

"I still don't get what being immune to snake poison has to do with the current situation." Max laughed bitterly.

"I don't have any junk DNA. I'm completely immune to everything. I can't get sick. I can't be poisoned." Alec's brow furrowed.

"Isn't that a good thing?" Max didn't respond. "I don't get it. Are you scared that your immunity won't come in to play with this mummy thing? Or are you upset that it already defeated it?"

"You're right," Max stated softly. "You _don't _get it."

"Then explain it to me," Alec demanded.

"I can't."

"Why not?"

"Because..."

"Because why?"

"I'm not human!" Max practically shrieked as she finally spun around to face him. A single tear trailed down her left cheek and her lower lip was quivering. "No matter what happens with this mummy virus thing...I'm not human." Alec stared at her, still confused. "Either it kills me and boom. I'm dead. As in no longer living. I don't exist." She took a deep breath and ran a shaky hand through her hair as she stared unblinkingly at the floor. "Or I stay exactly as I am. Not even a little nosebleed from it. As in...not normal." She looked up at Alec and tightened her jaw. "While Fred croaks."

She suddenly burst into tears and Alec quickly gathered her into his arms. Max clung to his jacket as if her life depended on it, her sobs continuing to rack her body. Alec rested his cheek on her head and pressed a soft kiss into her hair.

"Maxie..." he began after her sobs had quieted. "It doesn't matter if you're immune to this thing or not."

"How can you say that?" she questioned, her voice sounding muffled since her face was pressed against his chest.

"Because it's true," Alec continued, gently stroking her hair. "Just because we were made in a lab doesn't mean we aren't human. We have superhuman strength, I know. But hey, so do Buffy and Faith. And _they're _still human."

"They can still be poisoned, though," Max pointed out meekly. Alec chuckled softly.

"That's true also. But the fact that _you_ can't be just means you're _very _strong. Which you already know, of course, since you can so easily kick my ass," he added jokingly. Max let out a quiet laugh.

"Really?" she asked, still unsure. Alec grinned and pulled away so he could see her expression. Her face was tear-stained and a little blotchy, but her brown eyes were regaining their glow. Alec's grin widened as he placed both of his hands on either side of her face.

"Yes," he replied, his tone showing exactly how certain he was. "You're a strong, beautiful woman and are one of the most _human _people I've ever known, Maxie."

Max finally returned his smile.

"Don't call me that," she joked softly. Alec laughed, pressing another soft kiss on her forehead as he gave her a hug.

"Do you know you look like a drowned rat right now?" he joked as he slung an arm around her shoulder. Max scoffed and playfully punched him in the stomach. The sound of someone clearing their throat caused both transgenics to look up.

Spike was standing a few yards away with a very blank expression on his face.

"There's a meeting going on. Concernin' Fred's condition," he stated, his tone just as neutral and even as his face.

"Where?" Alec asked.

"They're in the lobby." Alec nodded and turned to Max, silently asking her if she was ready to go. She gave him a pointed look.

Spike watched this exchange and struggled not to overact or show his jealousy.

"I'll meet you guys there," Max explained. "I need to fix my 'drowning rat' face first." Alec smirked and nodded.

"See ya soon then." His smile turned comforting as he gave her hand a quick squeeze. Max sent him a grateful look in return before she walked away.

"Lobby's the next stop, then?" Alec asked cheerfully. Spike tried not to show too much contempt for the young transgenic in the glare he gave him.

"Yeah," he bit out before heading towards the lobby.

Alec blew out a sigh as he scratched the back of his head.

_Just my luck that I comfort my friend only to get her vampire boyfriend mad at me..._Alec thought bitterly. He glanced between Max and Spike's retreating backs. _But why do I have the feeling what just happened isn't their only problem? _

* * *

The others were already gathered around in a loose circle by the time Max came back. Everyone except Alec looked at her with wary eyes. Alec just gave her a small smile. 

"So what do we know about Fred's condition?" Max asked.

"Whatever she's got doesn't match up with any of the pathogens in our archives. It's mystical, and it's not ours," Knox replied.

"What about the sarcophagus?" Angel asked.

"My team is cross-checking the symbols, but it's also new territory for us," Wesley answered.

"Angel, what exactly is happening to her? You talked to the doctor..." Gunn began.

"They have something?" Wesley questioned eagerly. Angel nodded solemnly.

"Yeah. Uh...Some parasite agent is working it's way through. I mean, as near as they can tell..."

"Get to the point," Wesley interrupted. Angel sighed heavily.

"Her organs are cooking. In a day's time, they'll liquefy," he explained sadly. A beat passed as everyone tried to digest this, looks of horror passing over their faces.

"No," Buffy suddenly stated firmly. "Not this girl. Not today."

"You hardly even know her," Gunn replied heatedly. Buffy's green eyes bored into him.

_For a tiny blonde thing she sure is scary..._

"It doesn't _matter_ if I'm not buddy-buddy with Fred. All I have to know is she's a good person with a good heart and she needs our help," Buffy snapped.

"Wes, you gotta tell me what was in that box," Angel said quickly, wanting to stop the argument before it really started. "I need a name, a history...anything."

"We can't get it open," Knox stated. "Not even the lasers..."

"Where did it come from?" Wesley cut him off.

"It just showed up. No return address," Knox explained. "Didn't recognize the guy that brought it in...in the middle of the night."

"This was deliberate?" Max questioned, her tone very hostile.

"Sounds like it," Faith muttered disgustedly.

"Senior partners?" Lorne asked.

"Doesn't add up," Gunn replied. "But I'll hit the White Room. Talk to the conduit."

"What about Doyle-uh, Lindsey?" Spike suggested. "The man likes to play his games." Angel nodded.

"I was looking to work the streets, and we've got his address. For all we know, he's sitting there laughing. And if there's muscle work to do..."

"Then let's make it twice as fast," Spike stated

"And baby makes three-in case anybody feels like singing," Lorne added.

"I'm coming with you," Buffy and Max chorused. They glanced at each other.

"_We're _coming with you," they mended. Angel hesitated.

"Max...we still don't know if this thing is going to affect you the same way it has Fred..." he began.

"It won't," Max replied quickly. The others looked at her in disbelief.

"You can't be sure of that, luv," Spike retorted, locking eyes with her for the first time in a while. The corners of Max's mouth hitched up a quarter of an inch.

"I can," she stated firmly. "I'll be fine." Angel finally nodded but turned towards Buffy.

"I'm going," Buffy growled before he could protest further. "I'm going. I'm helping Fred. I don't give a crap what you think, Angel. You may be the boss here but I'm stilla Slayer. I make my own decisions. Deal with it." Angel's eyes flashed gold for a millisecond before they reverted to their usual brown.

"Fine," he bit out.

"I'll need to stop by my hotel to tell Dawn what's going on and pick up some weapons," Buffy continued.

"I'll go with you," Max offered. Buffy nodded in agreement.

"We'll see you back here then?" Spike confirmed. They nodded.

"We'll stay here and help Wesley," Faith announced, indicating her and Alec.

"Okay. Everyone knows what they're doing. Guys..." Angel began.

"You don't have to say it," Wesley said softly.

"I will anyways...Winifred Burkle. Go."

Everyone headed off in separate directions.

**A/N-I'm not sure how many people are reading this story and actually liking it...According to my stats over 100 people are at least glancing at it. But I haven't been getting a lot of reviews lately. I don't know if that means people are starting to read it, hating it, and then not finishing it, or they just don't review. It would be very helpful to me and much appreciated if you review this story. Whether it's just to say you like the story or the story sucks...I'm welcome to any suggestions you may have ;o) If there's something specific that you think I should do to make this story better, let me know. I don't have a lot of experience in writing so anything you say can help. Thanks! ;o)**

**RavynJensen-Thanks ;o) I don't think they'll be showing up in this fic but if I decide to do another sequel that sounds like a very good idea. Thanks for suggesting it ;o) **

**Delauro-Thanks ;o) I'm glad you're enjoying it.**

**screaminheathen69-Lol. Thanks ;o)**


	12. Chapter Eleven

Chapter Eleven

"What do you mean Fred's sick?" Max flinched.

"Could you tone down the hysteria, please? You sound like a screeching Howler Monkey," She commented, rubbing her ears. Dawn just scowled at her. Buffy was busy picking out weapons for her and Max, tuning out the whole thing. At least until Dawn got a bright new idea.

"If Fred's in trouble, I should help," she stated, walking purposefully towards the chest full of weapons. Buffy quickly stepped in front of her.

"No," she replied firmly. "You have to stay here until I get back."

"That's not fair!" Dawn complained.

"What in life really is?" Max mumbled as Buffy handed her a broad sword, taking an axe for herself.

"Buffy, I'm seventeen years old. That's old enough to just check out some hideout of a Texan lunatic with a bunch of ink on his body!"

"Uh...the ink isn't on him anymore," Max pointed out. Dawn rolled her eyes.

"So not the point I was talking about."

"Well, the only point you _should _be talking about is the ones you'll get for playing this video game," Max retorted, tossing her a control with a bright smile on her face. "Have fun!" Then she gave her a little finger wave and headed out the door.

"Max, wait!" Buffy called after her. Max popped her head back in the room, her smile starting to look forced.

"What?" she asked.

"Wait," Buffy repeated before turning to Dawn. Max blew out a sigh. "Dawn, please. Just stay here. When we're done I promise we'll take you back to Wolfram & Hart. But you'll only be doing research, alright?" Dawn's face suddenly brightened and she nodded. Buffy returned it. "Okay. See you in a while."

As soon as they were back outside the hotel room, both of Max and Buffy's smiles disappeared, as if they hadn't even been there in the first place.

"Ready to go?" Buffy asked, her tone cold and hard. Max gave one nod of her head and they continued walking out.

* * *

"So you think she'll be alright?"

Alec glanced up from the book he was studying to look at Faith. His face remained stoic.

"How would I know? Some dust pries it's way into her body...Never heard anything like that before." He sighed heavily. "Your guess is as good as mine."

"But you've known her the longest, out of all of us," Faith continued. Alec's brow furrowed. "And plus there was that little thing she said that's been bugging me...How the hell can she be okay? Why isn't she like Fred? How can she be immune to something like that?"

"Oh, you're talking about Max," Alec deadpanned. Faith glared at him.

"No, I'm talking about the other raven-haired supersoldier that thinks she's invincible. Goes by the name of Bambi," she snapped sarcastically. Alec cocked an eyebrow at her but didn't say anything. Faith grunted and looked away. "Sorry...just on edge."

"We all are," Alec replied. A beat passed. "To answer your earlier question...I honestly don't know exactly how immune Max is to this thing. Even if she doesn't get sick, I really doubt she'll come out of this thing unchanged. Both physically and emotionally." Faith stared at him incredulously.

"So you're basically saying we'll just have to sit on our asses, not able to do anything, and just wait to see how this turns out?" Alec shrugged but his expression was serious.

"I told you, I don't know," he replied. "But for now, that sounds more true than anything else. Until we know more..." A loud gunshot suddenly rang out, cutting Alec off and sending both him and Faith running towards the source.

They found themselves standing outside Wesley's office. A lawyer was on the ground, screaming in agony while his knee bled profusely onto the floor. A secretary was standing in the doorway, staring at Wesley in wide-eyed astonishment. Faith and Alec moved their shocked gazes to him as well.

"Jennifer, please send anyone else who isn't working on Miss Burkle's case to me," Wesley said calmly without looking up as he returned to his books. The secretary immediately rushed away.

"Holy crap, Wes," Faith muttered disgustedly. He finally looked up at them.

"Faith. Alec. Have you found anything yet?" he asked. They stared at him in disbelief.

"Nothing regarding Fred's condition..." Alec began, glancing at the lawyer on the ground, who had passed out from the pain. "But I think we just stumbled in on a homicidal maniac." Wesley just looked at him, his face completely blank.

"Want us to clear this guy out before his blood stains your carpet?" Faith bit out angrily. Wesley shook his head.

"That won't be necessary," he replied nonchalantly as he once again returned to his reading. "Someone's already on their way, I'm sure."

"We'll get back to our own research then...Nice job staying sane, Wes," Alec commented sarcastically as he and Faith left.

* * *

Buffy fidgeted uncomfortably with her seatbelt. It never mattered what car she was in, the seatbelt always seemed to cut into her neck. It was probably because of her size. Thinking that must be it, Buffy glanced over at Max to see how she was doing. Max was simply pinning the seatbelt with her right hand and using her left hand to hold the rest of it away.

When Buffy tried to do this, all she got in return was a smack to the face by the leather strap. Feeling her face heat up, she wished she had worn her hair down to cover her embarrassment. It didn't help any that she heard the other occupants of the car laughing. At least they were considerate enough to try and _not _laugh, but Buffy could tell at any minute they might explode.

"It's not funny," she mumbled indignantly.

"Bloody right it was," Spike laughed outright. Buffy glared at him but he ignored her. "You should've seen your face. Your eyes were so huge, cartoon characters would've been jealous."

"You're one to talk about cartoon characters," Buffy retorted lamely. Spike's chuckles quieted.

"What's that supposed to mean?"

"What do you want it to mean?" Spike just narrowed his eyes at her. Buffy heard Angel snicker and she turned on him. "What are you laughing about? At least _he _doesn't look like Elmer Fudd!"

Angel turned his head to look at her in surprise, effectively taking his eyes off the road.

"Uh...pay attention to the road, Angelface. The car coming towards us doesn't seem to think we're in the right lane," Lorne commented as a truck came at them. Angel let out a small yelp and he quickly swerved the car back into the correct lane.

"Excellent driving skills, Mr. Fudd," Spike mocked in between laughs.

"Be quiet, Spike," Max stated gently at the same time Angel ordered angrily, "Shut up, Spike." Spike stopped laughing immediately and glared at Max.

"So we're back to ordering me around again, are we?" he snapped. Max barely glanced at him.

"I don't know what you're talking about, Spike. I just asked you to be quiet," she replied tiredly.

"You didn't _ask _me, you _told _me," he growled.

"And you consented. Good for you," Max drawled. Spike visibly bristled.

"Okay," Buffy interrupted loudly and brightly. "How much longer 'til we get to Lindsey's?"

"About..." Angel began but stopped when Spike's voice drowned his out.

"I'm not your bloody lapdog, Max. You can't order me around. And you can't bring me closer to you just to push me away. I've been used before and there's no way in hell I'm letting myself get that low again."

Buffy's face reddened even more as she realized what he was talking about. Angel gave her a weird look. She knew he didn't like the idea of her and Spike together. Hell only knew what would happen if he found out exactly how far that relationship had gone. But Buffy would rather have the world end than give him a detailed description. She didn't want a souled vampire's death on her hands. Whether it would be Spike or Angel's was impossible to know.

"I'm not pushing you away!" Max was arguing. "There _is_ such a thing as wanting to be alone and figure things out. _Alone_."

"Don't you think I know that?" Spike retorted. "But there's a difference between spending time alone for productive reasons, and shutting people out so you can have your own pity-ditty." Max's eyes blazed.

"That is _not _what I'm doing! I _don't _make a habit of pitying myself, Spike." Spike let out a short, humorless laugh.

"Is that right? And how _are_ things on Planet Denial?" Max inhaled sharply and she and Spike began shouting over each other.

"You cruel, insensitive..."

"You lying, cheating..."

"You keep smothering me..."

"You keep shutting me out..."

"Why don't you understand..."

"Why don't you let me help you..."

"HEY!" Lorne yelled angrily. Max and Spike shut their mouths in shock. "Why don't you two save the relationship troubles for the bedroom and help us interrogate the evil lawyer so we can at least _try _and save Fred!"

"Okay. Sorry," Max and Spike apologized quickly. Lorne's angry face transformed into his usual smile, but it was more tired than usual.

"Then we're good to go. Angel?" Angel glanced at him blankly. "Are we there?"

"Uh, yeah. We are," he replied as he took the key out of the ignition.

Buffy expected him to have a weapon as well but when he just got out of the car and headed for the apartment building, she looked down at her axe and grimaced. "Why do I feel overdressed?"

"Bring it anyways," Angel called back to her. "Lindsey may need some extra persuasion."

"Are we even sure he's here?" Buffy asked as she and the others followed Angel into the building.

"No, but we'll find out soon enough," Spike replied.

They passed a few people on their way to an elevator. Every one of them had their eyes fixed on the group walking in. Especially Max and Buffy, because they were carrying a broad sword and an axe, and Lorne, who's obviously a demon. He gave the people staring at him a small, polite smile. But their expressions of astonishment didn't change.

"Isn't this a Wolfram & Hart apartment building?" Buffy hissed. Angel shrugged.

"Not exactly. Some of the employees stay here, but there are some regular people, too," he replied as they filed into an elevator.

"Interesting," Buffy muttered under her breath. Angel heard her anyway and glanced briefly in her direction, but didn't comment.

The rest of the ride up was eerily silent. Each person seemed to be readying themselves for confronting one of their only leads. When the elevator made a dinging noise and stopped on the correct floor, it took a few seconds for everyone to actually step out.

They reached the appropriate door and stopped short.

"So we knock or barge in?" Max asked, her voice surprisingly toneless. The others briefly cast a concerned look her way before Angel simply pulled out a key and opened the door. Buffy narrowed her eyes at him.

"Is that some special key that allows you to open any door you want?" she questioned heatedly as she pushed ahead of him into the apartment. Angel seemed to grit his teeth for about a millisecond before he shook it off.

"No, it just goes to Lindsey's," he replied tersely as he stepped in after her.

"Uh, Angel?" Spike asked from behind him.

"What?"

"How is it that we're able to enter this place when Lindsey's supposedly human?" Angel whirled around, mild surprise shown on his face.

"I didn't think of that...But he invited me in a few years ago. I don't know how you..." he began. Spike let out a wry laugh.

"Maybe he's farther off the evolutionary scale than we thought..."

"Or maybe he just doesn't call this place 'home' anymore," Lorne suggested.

"Let's just keep searching the place. If Lindsey's not here, then at least look for plans." Angel replied. He turned back around and realized Buffy and Max were gone. "Where'd..."

"Hey guys! You gotta come see this!" Buffy's voice rang out. Angel exchanged a look with the others and followed the direction of her voice into the bedroom.

He smiled grimly when he saw who was in the bed. "Well, I'll be damned all over again."

Eve pulled the sheets tighter around her body and recoiled towards the headboard.

"Stay away from me," she ordered weakly.

Max cocked her head to the side and fixed Eve with a feral grin on her face. The effect caused Eve to shudder.

"Hiding from the senior partners, Eve?" Angel questioned as he noticed the familiar symbols on the walls.

"What do you want from me?"

"Fred's dying," Angel explained. "From some mystical parasite that was stashed in a sarcophagus. Sound familiar to you?" Eve shook her head rapidly. Max took a threatening step toward her, her grip on the sword so tight, her knuckles were turning white. Eve audibly gulped.

"What about your boyfriend?" Spike asked, walking closer to the bed as well, but he wasn't as hostile as Max.

"Stay away from me," Eve ordered again. Max's expression seemed to get impossibly more threatening. "Lindsey and I didn't do anything with a sarcophagus," she added quickly. "I-I'm not lying. Why would we go after Fred? Why would we..."

"Okay," Lorne interrupted. "You're going to sing for me and then _I'll _decide if you had anything to do with Fred's sickness. And if I hear even one note that shows that you did, no one, not even the little firecracker over there." He nodded towards Max. "Will have the time to kill you."

"Speak for yourself," Max growled.

"Uh...Pretty girl on every corner. Sunshine turns the sky to gold," Eve sang quickly.

"She's clean," Lorne stated.

"You sure?" Angel asked. Lorne nodded solemnly.

"She had nothing to do with Fred getting ill. Her future's not looking too good, though..." he trailed off and gave Eve a pointed look. Her eyes widened.

"W-What do you mean? What happens?"

"Pick a number," Max replied. "And see how lucky you get." Eve stared at her in horrified confusion.

"What is that supposed to mean?" Max just gave her a predatory grin.

"Well, this has been fun," Buffy commented sarcastically. "But we gotta get back, don't we?" They all turned to go except Max.

"W-Wait! You're not gonna tell um...anyone? Where I am, I mean?" Eve sat up straighter in the bed, ready to beg if need be.

"Might be a nice trade, don't ya think?" Buffy replied. Max smirked and nodded.

"The senior partners won't be able to help you," Eve added quickly as they turned to leave again.

"How do you know?" Angel questioned suspiciously.

"Because you obviously haven't found anything about the sarcophagus in our records, right? Or you wouldn't have come here. There's absolutely _nothing _that's not in our records except for the old ones. The original demons that were still alive were driven out of this dimension. But before that, it wasn't uncommon for them to be killing each other. And they don't die the same way we humans do."

"Pretty bold statement. Calling yourself a human," Angel commented. Eve fidgeted uncomfortably but continued explaining.

"Your people probably don't realize that the books you guys have can conjure up documents from other stocks as well as our own. Tell Wesley and whoever else is working on it to look for the oldest scrolls. You need to find the Deeper Well."

They turned to go without a word of acknowledgment or thanks. Eve stared at their retreating backs with a forlorn look on her face.

"So you're not telling anyone, right?" she called out. The only response she received was the sound of a door shutting.

* * *

Angel pulled out his cell phone as he and the others walked out of the apartment building and towards his car. He punched in a few numbers and held it to his ear. A beat passed before a weary voice answered.

"Wes? It's me."

"Did you find Lindsey?" Wesley asked, his weary voice becoming considerably eager. Angel winced.

"No. But we found Eve," Angel began.

"Eve? Did she have a hand in any of this?"

"No. Lorne read her. She's clean. But she told us to look for the oldest scrolls in our source books. And found out what the Deeper Well is."

"The Deeper Well? Can't say I've heard of it...We'll get right on it."

"Thanks. We'll be there soon." Angel flipped his phone closed and pocketed it, exchanging it for his keys.

"Uh...is it okay if we stop by the hotel? I told Dawn we'd bring her back when we were done at Lindsey's," Buffy said. Angel blinked.

"You want to bring Dawn into this?" he asked, carefully keeping his voice even.

"She's a big girl. And she'd only be helping with research. That was her special job back in Slayer Central," Buffy explained. Angel glanced at Max, as if he wanted confirmation on this, but Max had a blank, faraway expression on her face.

"Fine, let's just go so we can get back to Wolfram & Hart," he stated as they all piled into the car.

* * *

"So what do we know?" Angel asked once everyone was gathered in Wesley's office. Wesley took a deep breath before beginning.

"It's name is Illyria," he explained. "It was a great monarch and warrior in its time, but was killed by rivals and buried in the Deeper Well."

"Which is...?" Buffy prodded.

"A resting place for the remaining old ones. But this one doesn't seem to be resting. And it doesn't seem to be a regular infection. Fred's skin is becoming as hard and stiff as a shell. I think she's being...emptied. Emptied so this thing can use her as its own body and claw its way back into this world. Whatever way...she dies."

"Do you know where this Deeper Well is?" Angel asked.

"England. In the Cotswolds," Faith replied. Angel turned to Lorne.

"Tell Harmony to get the jet ready. I want to get there as soon as we can."

"It'll probably have a few people guarding it," Alec commented.

"Not a problem," Buffy stated firmly.

"I take it you're coming with me?" Angel questioned. Buffy just gave him a look. He turned to the others. "Alright, you guys keep working here and Buffy and I will check out this Well."

"Sounds like a plan. Let's get cracking," Faith replied, giving Buffy a pointed look, which she ignored as she and Angel quickly left the room.

* * *

"Holy crap!" was Buffy's first reaction as they walked into the private jet. Angel chuckled softly.

"Guess being CEO of an evil corporation has its perks, huh?" he joked as they took in the well-lit room, which contained white leather seats and sofas. Buffy briefly glanced at him as she buckled herself in.

"Maybe," she muttered. Angel heard her anyways and gave her a look of surprise.

"Wait. You're actually admitting it?" Buffy fingered her seatbelt uncomfortably.

"It's just a nice jet. Doesn't mean I agree with you making deals with the devil," she retorted. Angel rolled his eyes as he buckled himself into the seat across the aisle from hers. A soft rumbling could be heard before the jet took off. Angel gripped the armrests. Buffy looked over at him with an amused look on her face.

"You've flown before, right?" she asked. Angel let out a soft, nervous laugh.

"I've been in a helicopter," he replied as he looked worriedly out the window. "But they don't um...go this high." After a minute he looked back over at Buffy, who was trying not to laugh. "What?"

"I never knew you were afraid of heights," Buffy replied, smiling softly.

"I'm not," Angel stated indignantly. Off Buffy's knowing look he added, "Maybe a little..."

"Wow. It's amazing. We're dealing with a very life-threatening situation and somehow I manage to find out something new about you," Buffy joked dryly. Angel winced.

"Sorry." Buffy sighed.

"I'm sorry, too," she began. "But I feel like I still need an explanation for what happened." Angel groaned and pinched the bridge of his nose.

"I don't even know how to..." he muttered.

"Then let me," Buffy replied. "I got too pushy and you snapped. It's not like our tempers were being held in check. We were puppets for god's sake." Angel sighed heavily.

"Buffy...it wasn't just..."

"I know it wasn't just my fault. I may not know you as well anymore, but that means the same for you regarding me. A fact which you seemed to ignore during that argument. I know it must have been hard for you...whatever has happened to you in the past 5 years-something I'd like to know about by the way-but you have to understand...I _died_." Angel inhaled sharply. "And it wasn't like before with the drowning and Xander reviving me. It was a real rotting, stuck in a coffin, buried six feet under kinda dead. You went through it like 250 years ago, but you came back as an evil vampire. I was still me. Human." Angel stared at her, sympathy and concern shown on his face. "Plus, I'dbeen in heaven for about three months while you were only underground for a night. And I only came back 'cause my friends performed a spell and ripped me out of there."

"You got through it though," Angel stated softly. Buffy let out a short, bitter laugh.

"Yeah. I got through it," she mumbled, purposefully looking away from him. Angel's brow furrowed but he didn't pressure her to explain further. Buffy suddenly faced him again, her expression transformed from sad and bitter to open and curious. "So. I told you one of mine. Time to share one of yours."

"Don't get mad at me for saying this, but...as painful as it is to die, it's pretty much just as worse to be the one still living."

"Why would I get mad at you for saying that? I _know _how that feels, too. I killed _you_, remember? Didn't do too well with the grief-handling, either." Angel flinched but nodded his head.

"Yeah. I remember," he replied. "But what I'm trying to say is...I've met and lost more people than you have. I've been the reason for some of them dying, sure...but that's not the point. My first year in LA, I met Doyle. He was half-demon and got visions from the Powers That Be. He was myconduit to them. Even though I only knew him for about two months, he was one of the closest friends I'd ever had. And even though he died like a hero, it didn't dull any of the pain left from his leaving."

"And I take it that's just one of the many losses in your two and a half century life, right?" Buffy commented. Angel nodded and locked eyes with her.

"Yes. It is."

* * *

"So what are we here for, again?" Alec asked as he, Faith, Max, Spike, and Dawn joined Gunn and Knox in the science lab.

"We're gonna see if we can freeze Fred," Gunn replied as Knox continued to examine something through a microscope. Spike cocked an eyebrow in surprise.

"And what purpose will this serve? Besides sounding extremely futuristic and Austin Powers-esque?"

"We'll see if we can freeze this thing to stop it from killing Fred until we figure out a way to completely destroy it," Knox explained without looking up from the microscope.

"Right."

Max wandered over to the sarcophagus and slowly ran her hand across the surface. To the others in the room she seemed to be simply examining it, but Max felt a peculiar humming go through her body as soon as her hand touched it.

"Dammit!" Knox suddenly cried out as he sat back from the microscope.

"No, no 'dammit'. This is one of our very few legitimate leads. Don't say..." Gunn began desperately. But Knox shook his head.

"They're immune to the cold. The blood tissue freezes, but they don't seem to be even remotely bothered by it. They keep working away. I'm sorry."

"What else can we do?" Faith questioned. Knox sighed heavily as he took off his work gloves.

"I-I don't know. I don't know if we _can _do anything more."

"What are you getting at?" Spike asked.

"Look. Nothing would make me happier to play the White Knight to Fred's damsel in distress...But..." Knox sighed again. "I don't just care about Fred, I practically worship it." Everyone suddenly stared at him quizzically. "What?"

"You said 'it'. You said you worship 'it', not 'her'," Alec stated, his voice becoming hard. The others' expressions followed suit as they all watched Knox with distrust.

"Oops," Knox said. His smile seemed almost sheepish. Gunn grabbed him by the lapels and slammed him into a lab desk. The sound of glass breaking was ignored by everyone.

"You did this...You did all of this!" Gunn accused.

"Not exactly. I just played my part," Knox replied, his smile turning into a smug smirk.

"Why?" Dawn asked, her voice shaking with barely contained rage. "Why would you do that to someone you claim to love so much? You say you worship her and yet you've been the cause for her dying?"

"Were you just jealous that she chose Wes over you?" Faith spat. Knox pushed Gunn off of him and backed away from them.

"No. I meant what I said about Fred. I love her and that's _why _she was chosen. Why would I have my god hatch out of some unworthy jackass?" They stared at him, horrified.

"What about Max?" Spike asked, glancing over at her as she continuedlooking at the sarcophagus. "What part does she have in this?" Knox shook his head, the first sign of frustration showing on his face.

"Nothing. She wasn't supposed to be there. But I guess luck won out since she's shown no sign of being affected. This was all put together millions of years ago and there's no way to stop it."

"Buffy and Angel," Max stated softly, her back facing the others.

"They're pretty close to figuring it out, but it won't matter. They won't be able to save her."

"If you're even able to say that and not choke on the words...Then you obviously don't know them very well," Dawn bit out angrily. Knox shook his head again and that annoying smirk was back on his face.

"You don't get it. I'm not saying they're gonna _fail _saving her. I'm saying they're gonna let Fred die."

* * *

"You sure this Well is supposed to be here?" Buffy whispered as she and Angel walked through a grove of trees in the foggy moonlight. Angel nodded and pointed to a particularlylarge tree.

"I'll take a wild guess and say that's the entrance to the Deeper Well."

"Good call," Buffy muttered as armored men wielding swords rushed out of the tree in a flash of light. She dropped into a fighting stance. "Got any bright ideas?"

"Hold my hand." Buffy cocked an amused eyebrow at him.

"Come on, Angel. You're a big boy. And I don't think now's the time for petty comfort. You'll have to just face up..."

"Just do it," he demanded softly. Buffy blew out a sigh and grabbed his hand.

"Oh, now I get it," she said with a grin as they let go of each other's hands and dropped a length of wire between them. As the armored creatures approached, she and Angel stepped apart and pulled the wire taut. The demons ran into it and were rewarded by getting their heads cut off. "This is a tactic I'll have to remember in the future."

"Thought you'd like it," Angel commented as they took the swords from the demons and used them to fight off the next group coming toward them. The creatures turned out to be fairly easy to defeat and before long, Buffy and Angel killed the final two.

"Well that was...simple," Buffy stated as she looked around for any more foes. A man suddenly appeared at the tree gateway and walked toward Angel. Buffy tensed for another fight but Angel visibly relaxed.

"Drogyn," he greeted. Drogyn nodded in response. "You're the keeper of the well."

"For quite a while now."

"Who the hell..." Buffy began but Drogyn suddenly got in her face.

"Do not ask me a question," he ordered angrily. "If you do, I will kill you. Don't think that I can't." Buffy glared at him.

"Back off rag-boy. Nobody orders me around like that without some sort of explanation. Questions apparently aren't your thing. Whatever. If you don't want me to ask you a question, then you better just tell me every damn thing you know," she snarled. Drogyn stared at her for a moment, impassive.

"You're here about Illyria," he finally stated with a small smile.

"Yes."

"Walk in," he said, gesturing towards the tree.

"Well-keepers first," Buffy taunted. Drogyn gave a slight nod of his head and walked towards the tree.

"Way to make a first impression," Angel commented, smirking as he and Buffy followed him. Buffy rolled her eyes.

"Why's he get all wiggy about questions?"

"He can't lie."

Drogyn led the way into the Deeper Well holding a torch and Buffy and Angel followed the firelight. Both of them became more impatient with each step.

"So while you're guiding the way, start doing that explaining thing I yelled at you about," Buffy finally said.

"I'll tell you as much as I can," Drogyn replied. "Illyria was one of the many old ones that fought as often as we breathe. It was beloved and feared. It was laid to death here...until it disappeared a month ago."

"You didn't used to be so easy to steal from," Angel commented wryly.

"I didn't say it was stolen," Drogyn snapped. "I said it disappeared. I believe that Illyria's escape has long been planned. And my charges are not few." He extinguished his torch as they entered another chamber.

When Angel and Buffy followed him in, they found themselves standing on a bridge. They cautiously looked over the edge and gasped at the sight of an endless pit lined with thousands of coffins, just like the sarcophagus sent to Wolfram & Hart.

"Holy crap..." Buffy breathed.

"It goes down all the way through the Earth," Drogyn stated.

"So when the coffin disappeared, it was actually just being sent to us," Angel said.

"Illyria was a great power. So great that even after millions of years of being dead, there are still loyal followers."

* * *

"How many of you idiotic freakshows are there?" Faith growled as a grinning and excited Knox continued to back away from the infuriated group closed in on him.

"Very few. I came to LA because I'd heard that's where Illyria's kingdom used to be. It was supposed to teleport, but natural world changes interrupted the process. I had others help me get it here, but it got stuck in Customs." Gunn suddenly froze up as Knox turned to him, still grinning. "But you took care of that, Charles." The others turned to face him as well.

"What is he talking about?" Alec asked.

"I-I don't...n-nothing," Gunn lied. Knox laughed.

"He signed the order to bring it into the lab," he explained. "He needed another lawyer fix-up." Gunn stumbled backwards, disgusted.

"Angel and Buffy will save her," Dawn stated firmly as she and the others tried to get over the shock of their newly gained information. Knox laughed again.

"What they're fighting is older than the concept of time. All there's left to do is wait. Wait and..." He was cut off by Gunn swinging a metal canister at his head, knocking him out cold. He was about to hit him again when a loud shriek stopped his progress and caused him and the others to whirl around.

"Max..." Spike began in bewilderment.

Max was hunched over and convulsing. She suddenly collapsed to the ground but continued to shake. Both of her legs connected with the sarcophagus and sent it sailing across the room. It crashed into a wall of lab equipment. Anything that was glass shattered and everything else crumbled in defeat. But the sarcophagus remained surprisingly intact.

Spike was the first to come out of his paralyzing astonishment and rushed over to her.

"W-What's h-happening to m-me?" she asked softly as Spike slipped an arm behind her head. He was at a lost for words. "I-It doesn't hurt b-but s-something's invading..."Her head suddenly snapped back as her eyes became pitch black. A wall of energy catapulted Spike and the others across the room.

* * *

Wesley was sitting on Fred's bed, holding her in his arms as her body went limp. The tears that were prickling his eyes finally cascaded down his cheeks.

"Please..." he rasped as he hugged Fred closer to his body. "Please..."

Fred's open brown eyes suddenly turned a crystal blue. She began twitching and kicked her body away from Wesley so hard that it sent him across the room and pushed her to the floor. As soon as her body hit the ground,she began to convulse even more intensely as Wesley watched in horror.

Finally Fred stood up, but her hair, eyes, and the edges of her face were royal blue. She looked down at her arm and hand, flexing her fingers. When she spoke, her voice was deep and even.

"This will do."

**A/N-And Illyria is born again...hehe. Thanks to all who responded to my A/N in the last chapter and reviewed. It helped me a lot and reminded mehow much people enjoy this story ;o) **

**LadyV77-Surprise, surprise! She wasn't as immune as she thought she was...hehe. It'll be explained more efficiently in the next couple of chapters. I loved Fred too but I wanted Illyria in the story also. They'll be a few extra twists though...**

**mel11-Thanks ;o) It doesn't matter if a review is good or not, they're all greatly appreciated** **:o)**

**XP-I know what I'm doing is not entirely original, but I still am adding my own twists to the story so it's not like I'm copying the exact same storyline. If you don't like how I'm writing then please give me more of a suggestion than just 'be original'. Thanks :o)**

**Delauro-Thanks ;o) I'll try to update sooner.**

**Sky Angel-Thanks ;o) I was worried it might come off too dramatic but it means a lot that you liked it** **:o)**

**meri24-I hope you had a good holiday ;o) I'm glad you liked the bonding bits. I'm really sorry but Illyria's gonna be in the story now...unless I suck at writing her, then I'll figure out a way to bring Fred back :o)**

**Sarah-Thanks ;o) It's always greatly appreciated when someone reviews and I'm very glad you're enjoying the story. **

**Volleyball-Setter-Thanks ;o) I'll do that.**

**screaminheathen69-Thanks ;o) They'll eventually get to scratching but there's still some drama-rama to deal with...**


	13. Chapter Twelve

Chapter Twelve

The wall of energy that had erupted from Max's convulsing body had destroyed everything in the lab and sent the others flying. The only thing unharmed was the sarcophagus. Now that the tremors had left her body, Max stood up. Though she did it slowly, her movement was graceful and predatory.

Spike groaned and carefully pushed himself up into a sitting position. He could only see Max's back, but he was just relieved she was standing.

"Max..." he rasped.

Max slowly turned around and Spike's eyes widened in shock as all relief left his body in a rush. Her eyes were pitch black except for her pupils, which were bright blue. Her expression was completely blank as she cocked her head to the side, studying the destruction around her.

"Illyria?" Alec's voice croaked uncertainly. Spike didn't bother tearing his gaze away from Max to know that the others were slowly gaining consciousness. Max let out a loud laugh. It echoed around the room and sent shivers up Spike's spine.

"I'm not Illyria, dumbass," she replied. Her voice was deeper. A slow smileformed on her lips, but itappeared as justa slash in her face.

"Then what are you?" Faith asked shakily. Max held her arms out wide.

"I'm me. Max. Wanna hug?" she drawled. Faith clenched her jaw and refused to respond. "Hurt my feelings why don't you."

"You're not Max," Spike declared angrily as he finally stood up, using the wall as support. Max let out another laugh.

"You're not exactly the most reliable source to trust, vampire. How well do you really think you know me?"

"I know your scent well enough to tell something else is poisoning it," Spike growled.

"How sweet," Max deadpanned. A beat passed as the others simply stared at Max in crestfallen horror. "Well, I'd love to stay and chat...But I've got some more interesting things to do. I've always wondered how much people I could kill in one night."

"We won't let you leave," Spike stated firmly as he moved to intercept her, ignoring the sharp, blinding pain in his legs. Max smirked.

"No offence, _darling_, but you can hardly stand. And I'd like to start out my night with innocents. I'll work my way up to you." She moved to go around him but Spike gripped her arm.

"I'm _not_ going to let..." Max cut him off with a sharp right hook that catapulted him across the room. He crashed through the wall and slammed into the next one with a sickening crack as he fell to the floor, once again unconscious. Debris collapsed around him.

"Spike!" Dawn screamed.

"Simmer down, Dawnie. I warned you once about the Howler Monkey noise. What do you think will happen to you now? I can assure you it won't be a simple scolding," Max waggled a finger at her with a feral grin. "Anyone else wanna go for a ride?" Faith, Alec, and Gunn steadily rose to their feet and got ready to charge her. Max sent them all a patronizing smile and gave a small wave of her hand, putting them in slow-motion. "Sorry, but this particular ride is closed off for the time being."

Still able to move in real-time, Max gave them a finger wave and briskly walked out of the room.

Once she arrived in the lobby, she let everything return to normal speed. Harmony, who was busy punching numbers into a phone, watched her walk by and quickly tried to intercept her.

"Oh my god, Max. I heard this loud crash and I was trying to...Oh my god, what happened to your eyes?" Max stopped walking and cocked her head to the side. Harmony scoffed and folded her arms across her chest. "Don't give me that look. Just because you're a transgenic and all that doesn't mean you can just treat me like some kind of low...er, person." Max swiftly reached out and grasped Harmony's neck, lifting her up. "Hey! What do you think you're..."

"Harmony, you talk too much. I was planning on starting with people but, you're just such a major pain in my ass," Max interrupted. Her upper lip curled back. "Eat dust." She tightened her grip on Harmony's neck and watched in bored amusement as her head popped off as easy as a cork out of a champagne bottle. She brushed the remains off of her leather jacket and continued walking out.

* * *

Buffy and Angel raced through the trees at breakneck speed. They ignored the strain of their muscles as they continued to pump their legs as fast as they could. Fear continued to grip them as the reality of what was happening in Los Angeles plagued their minds. They needed to get back as soon as possible. They didn't stop running until they were fully in the jet and secured in their seats.

"How could this happen?" Buffy mumbled as she massaged her forehead in frustration. Angel mirrored her action in the seat across from her.

"I _knew _we should have had her tested more. But noooo! She was all 'I'm totally immune. I'm not gonna get sick. I'm an all powerful transgenic with a huge ego!'"

"She really did think she wouldn't get infected. And in a way, she wasn't," Buffy replied softly. "Drogyn was very clear about that. You know, after he nearly had a heart attack when he sensed the 'disturbance'. Who does he think he is anyway? Luke Skywalker?"

"Buffy..."

She blew out a sigh and avoided his gaze.

"Sorry...but this whole thing is scaring me. No wait. I'm beyond scared. I'm terrified. I'm a few seconds away from screaming bloody murder and peeing my pants!"

"Right there with ya," Angel replied as he leaned his head back. Buffy let a small smile cross her face before it quickly fell away. She couldn't let herself be happy in even the smallest way. Not with the possibility of LA being completely decimated by an old one and a transgenic with god powers.

"What are we gonna do? We had that choice to save Fred but the consequence-big surprise-was the death of hundreds of thousands of people. And who knows if the spell would actually worked since Illyria's power was divided between Fred and Max."

"I honestly don't know."

"Think, dammit!"

"I'm trying!"

"Try harder!"

Angel and Buffy glared at each other, intense anger coming off them in waves. Buffy's face suddenly crumpled in defeat.

"Angel...what are we gonna do?" she asked weakly. Angel shook his head sadly.

"I'm not sure. But there's gotta be something. Death doesn't have to be the end, not in our world."

"Try to keep telling yourself that when you see one of your closest friends attempt to destroy the world," Buffy commented dryly. Angel didn't respond. Buffy's eyes suddenly widened. "Oh my god! I can't believe I didn't think of it before..."

"What?" Angel asked, daring himself to let hope enter into his voice. Buffy gave herself a light slap on the head for her apparent stupidness and turned back to Angel with a bright smile on her face.

"Willow!"

* * *

Wesley slowed his pace as he walked into the science lab, or what was left of it anyway. He scanned the room with a blank expression on his face. He noticed a few spots of blood around a pile of rubble and started forward to see if anyone was under the debris.

"Wes?" Faith's voice came from behind him. He turned around and saw that she was standing in a gaping hole that used to be a part of the wall separating the two rooms. "Is Fred alright?" Wesley felt a sharp twinge in his heart at the mention of her name.

"What happened here?" he asked, ignoring her question. Faith visibly swallowed.

"Max," she said simply.

"What do you mean?"

"I mean when Max breathed in some of that mummy dust or whatever, she sure as hell wasn't as immune as she thought she was. She got a few extra tricks up her leather sleeve. Slowing down time, for instance. And sending her honey through a supposedly very stable wall with one simple right hook." Wesley's expression didn't change.

"Angel and..."

"They're on their way back," Gunn stated as he came into view.

"Are you all in there?" Wesley asked as he entered the room. As soon as he did, his eyes fell on Spike. He was still half covered in debris and caked with dust. Blood had flowed from his nose and clumped together with the dust. A zillion gashes and tiny cuts were all over his body and his left arm was at an impossible angle. Wesley had no idea what shape his lower body was in.

"They're probably broken," Dawn's voice stated softly. Wesley tore his gaze away from Spike's unconscious body to look at her. Her arms and face were covered with small cuts but she didn't seem bothered by them.

"What's probably broken?" Alec asked as he continued to move the debris off Spike. Dawn's eyes were glistening with tears as she did the same thing, except slower.

"His legs. They're probably broken. They might even be smashed," she replied in the same soft voice.

"I don't know much about vampires but aren't they really fast healers? So I don't think a couple of broken bones will keep Spike incapacitated for too long," Alec assured. Dawn lifted her head to look at him as her tears began to steadily fall down her cheeks.

"But what if they're smashed?" her voice cracked and Faith ushered her to the other side of the room. Wesley watched them for a few seconds before he realized they were standing next to an unconscious, tied-up Knox.

"Why is Knox tied-up?" Wesley questioned. Gunn, who had begun helping Alec remove the debris, glanced up briefly.

"We found out he had a major part in this," he muttered. Wesley suddenly gripped his shoulders angrily.

"Why didn't you tell me?" he hissed. Gunn's eyes widened and he avoided Wesley's gaze. Alec and Faith looked on in sympathy.

"We only just found out...w-we were gonna call you, but..."

"It wouldn't have mattered anyway," Wesley growled as he let go of Gunn. "Fred's gone." The others' faces contorted in pain. A sudden laugh sounded out as loud as the crack of a whip. They all turned to see Knox continue to giggle, despite his bloody face and immobile body.

"I-I'm sorry. But it's not what you think...I-It's magnificant...beautiful," he stated eagerly. Then he looked at Wesley. "Tell them what happened."

"Illyria consumed her. Tore out her insides...took over her body. Fred's gone..." Wesley explained in a monotone. Gunn buried his face in his hands as he turned away.

"Fred may be gone, but think of it this way...Her body is worthy enough to hold the most spectacular being. She's beyond flesh. Beyond perfection," Knox said breathlessly.

Without changing his blank expression, Wesley pulled his handgun out of his shoulder holster, pointed it at Knox, and cocked it. Alec quicklystepped in front ofhim.

"Whoa, whoa. Hold up, buddy. We may need to torture him for more information. Some part of Illyria got into Max too..." Pure shock suddenly showed on Knox's face.

"W-what?" he stuttered in surprise. Faith stomped over to him and backhanded him across the face. She grabbed him by the lapels and hoisted him up, chair and all.

"Oh, you were unconscious during that nice little turn of events, weren't you?" she snarled. "Well you better hope your little god-friend Illyria is the type to be prayed too 'cause you're gonna need all the supernatural help you can get if we can't save our friends."

"We will."

Everyone turned to look at the gaping hole in the wall and saw Angel and Buffy standing with their arms folded across their chest. Buffy's eyes fell on Spike's limp body, which was now fully uncovered. She inhaled sharply and hurried over to him.

"We know what happened," Angel continued. "Drogyn, the keeper of the Well, could sense when Illyria fully resurfaced. But he could also feel that somehow her power was split. We filled in the rest since we already knew Max had breathed in the same 'infection'. What did Max look like?" Faith dropped Knox with a loud clatter. He let out a yelp of pain but no one payed him any attention.

"The same, pretty much. Except her pupils were bright blue while the rest of her eyes were black," Alec replied.

"Her voice was a little deeper, though," Dawn rasped. Buffy turned to look at her. She was huddled in a corner and her face was splotchy from crying. Buffy winced and quickly crouched down next to her, cradling her head in her arms.

Angel turned to Wesley. "What did Fr...er, Illyria look like?"

"Her eyes, hair, and the edges of her face were blue," Wesley answered. "And her voice was considerably deeper." Angel scratched the back of his head and sighed heavily.

"Okay. When Max breathed in the dust at the same time Fred did, Illyria's power was split. Fred's body became the um...sh-shell for Illyria and most of her superpowers were given to her. But Max gained the God-like abilities since she was already pretty much enhanced. So now she's about twice as strong, can slow down time, and who knows what else..."

"I called Willow on the flight back," Buffy added. "We're hoping she'll be able to contribute in ways we won't be able to."

The sound of a door slamming open caused everyone to turn their attention to the newcomer. Lorne stood in the doorway. His red eyes were wide and he was breathing heavily.

"M-Max...she..." he began, gasping for breath. Alec put a comforting hand on his shoulder.

"We know." He moved aside so Lorne could see Spike's prone body. "As you can see."

"She killed Harmony," Lorne finally managed to say. The others simply stared at him. "She just popped off her head, like the only thing attaching it to her body was silly putty."

"Thought she was starting with innocents," a raspy voice startled the others. Spike had finally regained consciousness. He coughed up some blood and tried to sit up. But he yelped in pain and fell back. "I think she shish kabobed some of my ribs..."Spike let out a soft chuckle that quickly turned into a coughing fit.

"We need to get you to a hospital," Faith stated.

"Nonsense. I can still fight...I just can't get up," Spike croaked.

"Then you can't fight," Angel replied. Something about his tone caused Spike to turnhis head to look at him quizzically. Angel's expression was unreadable. "We'll get him to medical and then figure out what we're gonna do about Fr...Illyria and Max. Hopefully Willow will be here by then..."

* * *

Max walked briskly down the streets. She only maimed the people that came within 4 feet, 5 inches, and 2 centimeters of her space. The other people were unharmed. The moon was playing hide and seek behind the clouds. When it resurfaced again, Max caught a glimpse of blue further down the road. With a wave of her hand, she turned everything into slow-motion as she went to investigate. She immediately recognized the blue thing as Fred. But her blueness wasn't what surprised her. It was the fact that she was still moving in real-time while everything else except Max had slowed down.

"You must be Illyria," Max greeted as she fell in step with her. Illyria slowly turned her bright blue eyes on her.

"You speak my name...Do all of you humans have this revolting characteristic? You think you are worthy enough to let my name fall from your lips?"

"Wow. Maybe being dead for a gazillion years must have wreaked havoc on your senses 'cause if you were paying attention, you'd realize I'm not as human as you think. If the current slow-motion thing wasn't a dead giveaway..."

"I did notice the change in time," Illyria replied as she stopped walking to fully face Max. "I did not notice you were the parasite responsible for stealing my power." Max let out a low growl.

"Who are you calling parasite? At least I'm not a big blue smurf!" Illyria cocked her head to the side.

"You growl as if you were an animal. A simple animal is unworthy of my power. I have no use for you. Your only purpose seems to serve as poisoning the air around you. I have only just founda shell. I wish not for it to be infected by your presence."

She turned to leave but Max backhanded her across the face. Illyria barely flinched. She grasped onto Max's neck and began to squeeze. Max pushed her arm away and elbowed her in the chest. Illyria attempted to punch her but Max grabbed her fist. When she tried to use her other hand, Max grabbed that as well. At the exact same time, they both reared back for a headbutt. When their heads collided, they each stumbled backwards, letting go of each other.

"I do not know how you managed to leech my power. But I will find a way to regain my full strength. And you and the rest of your hideous race will tremble before me," Illyria growled.

"News flash, Big Blue Ox, I'm the only one of my race. You want to destroy all humans? Then I'm your gal," Max replied, holding her arms out wide. Illyria cocked her head to the side, studying her.

"Your arrogance is amusing. But also irritating. Yet you fight well. This may be because of the power you stole, but you seem to have had previous training," she said, her demeanor becoming less hostile. "Very well. You may follow."

"Whoa, I'm not your 'follower'. I'm your _partner_. Forget that and I may choose not to hold back on you again," Max replied. "And lighten up about the whole power-thief thing. I'm sure it's much more suited for me than you." She winked and continued walking ahead.

"Insolent child," Illyria muttered before she caught up with her.

* * *

"I should've known," Lorne mumbled as he paced around the office. "Knox sang for me. I should've been able to see this...If I had concentrated harder, read him better..."

"We could've done a lot of things," Angel interrupted. "The biggest being not coming here in the first place." He exchanged a look with Buffy. "But there's nothing we can do to change that. We can only start working on fixing it." Lorne sighed heavily.

"I-I'm sorry, Angel. But I...um, I got nothing," he said softly as he left the room. Angel shut his eyes and leaned against his desk.

"Lorne..."

"Let him go. If he doesn't think he can help then let him go," Faith stated.

"But he's right," Gunn commented. "We should've seen this coming. We should've been able to stop it from happening..."

"I already said this, but apparently you all need to hear it again," Angel replied. "Drogyn said that the sarcophagus was destined to be released. There was _nothing_ we could've done to prevent it."

"That's not entirely true," Gunn muttered. Alec, Faith, and Dawn sighed in unison. Gunn glanced at them and winced. "Knox said the sarcophagus was stuck in customs and it should've stayed there, but someone signed for it to be taken out." Wesley gave him rapt attention.

"Who?" he bit out. Gunn hesitated.

"Charles," Faith prodded. "They have to know..." Wesley immediately tensed.

"Know what?" he growled. "What did you do?" Gunn purposefully distanced himself from the others, backing himself against a wall.

"I-It was me...I signed for it..." he admitted. Wesley faltered.

"Y-you what...?" he gasped. Not being able to look into his eyes and see the hurt, Gunn turned his gaze away from Wesley and onto the floor.

"It was just a piece of paper," he cried softly. "I didn't know what would happen. I was losing everything they put into my head...the law, the knowledge...everything that made me different. I couldn't go back to just being the muscle...I didn't think anyone would get hurt...I didn't think Fred would..." He buried his face in his hands. "I didn't know..."

The others inhaled sharply as Wesley approached him.

"I understand not wanting to go back to being who you were..." he said softly. "I understand and I can forgive you for it." Gunn slowly lowered his hands from his face. His eyes were red rimmed as silent tears continued to fall. Wesley's expression was unreadable. "But you knew what was happening to her...You knew who was responsible for infecting her. You let her die...I'm not as forgiving about that." He pulled out his gun and pointed it at him. Before he could get a shot off, Alec tackled him.

As soon as he hit the floor, he was picked up again and rammed into the wall by Angel.

"What the hell do you think you're doing?" he yelled.

"I wasn't going to kill him," Wesley replied calmly.

"Maybe I'm a little rusty on how guns work, but I'm pretty damn sure bullets _kill_," Buffy snarled. "Especially when you're only a foot away from your target!"

"But then again, being outside while your target is inside can be just as effective."

Everyone turned to see Willow, Kennedy, Jondy, and Krit standing in the doorway to Angel's office.

"Trust me. I know what I'm talking about," Willow added. Buffy's face broke into a wide smile.

"Will!" She rushed over and engulfed her friend in a huge hug. Alec greeted Jondy and Krit with a hug as well.

"What are you guys doing here? We knew Willow was coming, but..." he began. Krit gave him a pointed look.

"Please. Jondy and I hear our sister's gone and got herself all God-like and evil, how can we not come and try to help?"

"Makes sense," Faith agreed. Jondy gave her a small smile.

"Hey girl," she greeted as they bumped fists. Angel cleared his throat.

"Um...It's great that you all know each other but, uh...Me, Wes, and Gunn kinda in the dark here..." he said.

"Sorry Angel," Willow apologized, still smiling. "But you know me, of course. This is my girlfriend Kennedy, and those two transgenics are Jondy and Krit. Krit's Max's brother by blood and Jondy's her sister by unit. They've been helping me runthings, slayer-wise,in South America."

"Yeah, god knows she needs all the help she can get," Kennedy joked. Willow mock-scowled and discreetly elbowed her.

"So," she said loudly. "I hear you guys got a god on the loose...and need little ol' witchy me?" Wesley righted himself and straightened his jacket where Angel had grabbed him.

"Slightly more complicated than that," he stated grimly. Willow's smile was exchanged for a sad frown.

"Yeah, I kinda suspected as much..." she replied. "We should get started sooner rather than later then, right?"

"What are you gonna do first?" Dawn asked.

"I'm thinking simple locator spell. You don't know where they are yet, do you?" The others shook their heads. "Then yeah, that's the best place to start. We should make sure they're incapacitated and not liable to attack us while we work our mojo."

"Did you bring supplies?" Buffy asked. The grin was back on Willow's face.

"Of course. They're like my security blanket...if I were six years old with an independence problem..." she trailed off then shook her head. "Anyway...yeah, I did. I'll just need to do one locator spell. Shouldn't take long."

"Why only one?" Gunn asked feebly from across the room. Willow didn't miss the sudden stiffness of Wesley's reaction to his speaking, but she decided not to prod.

"'Cause Illyria's essence was divided between Max and Fred. So I just search for Illyria and ta da! I should be able to find both her and Max."

"I don't think you're gonna need to do a spell..." Kennedy interrupted, causing everyone to look at her with furrowed brows. Jondy joined her in the open doorway.

"Why not?"

"Because they're already here."

**A/N-I have no idea if I'm writing Illyria or Evil Max well, so feedback would really help. I hope you all like the idea of more transgenics coming into the story and I also hope you don't mind having Harmony be completely dead...Review please! **

**LadyV77-Max being involved didn't exactly speed up the process, but I wanted to skip ahead to the next part of the story so I just had Angel and Buffy talking about what Drogyn said and the choice they chose to ignore.**

**Sky Angel-Thanks ;o) Good to know I'm writing it in a believable way :o)**

**meri24-Thanks ;o) I loved writing those parts so I'm glad you liked 'em :o)**


	14. Chapter Thirteen

Chapter Thirteen

"So we're here because...?" Max moved her hand in a 'go on' gesture as they entered the lobby of Wolfram & Hart. Illyria didn't even glance at her as she strode purposefully towards Gunn's office. She punched through the glass windows and pulled out a still tied up, unconscious Knox. "Please tell me you're just getting him out of there so we can kill him without interruptions."

"He is the Qwa'ha Xahn," Illyria replied shortly. Max gave her a weird look and nodded slowly.

"Right. The...Qwa'ha Xahn...And what the hell is that?"

Before Illyria could answer, Jondy, Krit, and Alec managed to get in front of them, blocking their exit. Max smiled sardonically.

"Isn't this sweet? They're actually lining up to get maimed. Didn't take long for the news to travel about your sis, huh?" Jondy and Krit kept their faces blank as they looked at her.

"We do not have time for these creatures. I must return to my coffin," Illyria stated. "I wish not to wear these rags any longer." Alec smirked.

"So you packed some extra clothes for the trip? It's always good to plan ahead." Illyria blinked as she turned her head to look at him.

"I do not like that one. He mocks me." Max rolled her eyes.

"Ignore him. There'll be plenty of time later for you to rip out his spine and beat him with it," she replied nonchalantly. Alec's jaw clenched. A ghost of a smile passed across Illyria's face.

"You have a very imaginative method of torture."

"I can credit that to having nine years worth beat into my head," Max replied shortly.

"Wow. You're evil and yet Manticore still irritates you. They must be so proud," Jondy quipped. "Does that mean you feel the same about everything else?"

"Besides the obvious 'Murder equals Yay'," Krit added.

"The words you speak have no interest for me. Your jaws flap uselessly. I shall have the pleasure of shattering them," Illyria stated as she stepped forward.

"Is that just an old demon way of saying 'blah blah blah; time to shut you up'?" Alec asked as he tensed for a fight. Max smiled but her eyes remained cold.

"Sorry, but we gotta get the blue smurf a new outfit. She can't be degraded with rags like this...or so she thinks," she added, rolling her eyes. Illyria glared at her briefly before she began walking in the direction of the science lab, dragging Knox behind her.

"Do not dawdle with the humans," she called back. Max scoffed at being ordered around.

"She isn't used to the idea of having a partner who could kick her ass, I guess," she said to Jondy, Krit, and Alec.

"Max," Krit began quietly. Max stood still for a moment and the others almost let themselves become hopeful. But then she thrust her fist backwards, catching Buffy in the face, who had been trying to sneak up on her. Buffy gave a yelp of pain and stumbled back. Without hesitating, Max swung her leg around and kicked Faith, sending her flying across the lobby. Angel charged her but she dodged his attacks and snuck in a punch to his side. Then she brought her leg up and kicked at his knee, causing Angel to collapse. Kennedy attempted to grab her from behind. Max gripped her arm and easily twisted it away from her neck before she flipped Kennedy onto the floor.

"Come on people," Max taunted, smirking. "Aren't you all supposed to have super powers or something?" Alec tried to punch her. She grabbed his fist and swung him so hard, he crashed into Angel's office, shattering the wall of windows.

Finally realizing they didn't stand a chance against her one-on-one, they formed a circle around her. Max's smile widened as they charged at her all at once. She twirled out of Krit's reach and slammed into Gunn, who fell backward into Harmony's old desk. Angel and Buffy managed to get a hold of both of her arms. Max headbutted Wesley before he could help them restrain her. Then she used Angel and Buffy as leverage as she jumped up, wrapped her legs around Faith's neck, and flipped her away. She kicked out at Buffy's leg and caused her to fall to the side. Now with one arm free, she clocked Angel on the head and landed a hard kick on Buffy's back. Angel let go of her other arm as he flew back. Max twirled around and backhanded Kennedy across the face before she simply grabbed Jondy and Dawn and threw them across the room.

It wasn't until she heard soft muttering behind her that she stopped fighting. She whirled around and saw Willow standing with her arms set at 90 degree angles, palms up, and her head slightly bowed. Her mouth was moving, but Max couldn't understand what she was saying. Her eyes were wide and angrily fixed on Max.

"Gonna try working a little mojo on me, Will?" Max asked, her tone patronizing. "Do you honestly think that you can-" She was cut off when Willow suddenly thrust her hands forward and a huge ball of white energy crashed into Max and sent her flying across the room.

She landed with a loud thump below the balcony. She lifted herself up and rested on her elbows. A flash of worry shown on her face before she was smirking again.

"Well...this should make things more interesting," she commented as she stood up. Illyria reentered the room with a now conscious Knox not far behind. Everyone's eyebrows rose at Illyria's new outfit. She was wearing a black and reddish-purple body suit.

"You have been doing violence," Illyria said as she stood next to Max, observing the others as they staggered into standing positions. A small smile formed on her lips. "I am in my rightful apparel. Now I may join you. We shall make monuments of their mangled limbs."

"Is that girl a poet or what?" Alec rasped sarcastically as he leaned against the wall for support.

"As I said before, there'll be time for maiming them later. We have other things to do first," Max stated, carefully eyeing Willow. Illyria cocked her head to the side as she seemed to consider this.

"Very well," she agreed.

"You're not going anywhere," Angel growled as they turned to leave. Illyria eyed him distastefully.

"The vampire wishes to stop us. The beating it received from you does not seem to have affected its boldness." She turned to Max. "You were inefficient." Without looking at her, Max lashed out with a hard left hook. Illyria barely flinched.

"Hey!" Knox cried out. Illyria scowled at Max, but didn't retaliate. "You're just going to let her treat you like that?" Illyria turned her scowlon him and he immediately backed down. "Uh, sorry. Your godliness obviously knows what's best. Forgive my ignorance, my King."

"Is there a vacuum in here? 'Cause I think I just heard a sucking noise," Faith quipped.

"You've both taken something from us," Angel continued as if there had been no interruption. "If you think we're going to just let you carry on with whatever you have planned..." He paused and looked to Willow. "You're not as smart as you think you are."

Max opened her mouth to retort but green webbing suddenly flew from Willow's hands and made her and Illyria motionless. Knox's mouth dropped open. His wasn't the only one.

"Nice job, Will," Buffy commented as she turned to her friend, grinning. But Willow wasn't smiling. She let out a small gasp of pain as she seemed to be struggling to keep her hold on Max and Illyria. The others looked back to Max, whose body was beginning to emit a faint blue glow.

"Willow?" Kennedy asked worriedly as Willow's breathing became ragged. The blue glow around Max continued to get brighter and spread to Illyria.

"What's happening?" Dawn questioned softly.

The green webbing dissolved from Max's face but was still bound to her body. Her eyes and hair had gone completely blue while a only a few slashes of blue appeared on her face. She let out a loud laugh that was even deeper than before. She sounded completely demonic.

"What are you witch? Part spider? No simple web spell can keep us immobile for long. You're not as advanced as you think," Max taunted, her voice not changing as the webbing began to dissolve from Illyria's body as well. "Your power is no where near as great as mine. I'm a GOD!" On the word 'god', Willow let out a scream of pain as the webbing suddenly exploded off of Max and Illyria. Max spread her arms out wide as it flew from her. She transformed it into a huge wall of blue energy and hurtled it towards the others. It sent them crashing through walls and windows until it reached Willow, who held up both of her arms, not letting the energy wall go any further. A feral grin formed across Max's lips as Willow struggled against it.

The blinding blue glow that surrounded Max's body suddenly disappeared and Max fell on all fours, breathing heavily. The wall of blue energy fell away and Willow stumbled forward.

Complete silence filled the room as Knox simply watched in shocked amazement at what Max had done.

"That was...bracing," Max suddenly commented as she stood up again. Her voice was less deep but her eyes had reverted to being pitch black except for her bright blue pupils and she now had electric blue streaks in her hair.

Willow tried to regulate her breathing as she leaned against one of the walls that hadn't been crashed through. Max smirked.

"We'll be back later, witch," she stated. Before Willow could even think to form another spell, Max waved her hand and slowed time again. She looked to Illyria and motioned for her to come with her. Illyria nodded and grabbed Knox as they swiftly left Wolfram & Hart.

* * *

Willow slowly made her way into Angel's demolished office. The sound of debris under her feet disturbingly reminded her of bones being crunched. She opened her mouth to holler for the others and got a mouthful of dust. She was doubled over coughing when she heard moaning from across the room, near the wide, broken window. Once the coughing subsided, she cautiously went to investigate. She knew the moaning was coming from inside but Willow couldn't help looking over the edge. The wind whipped at her long red hair and her stomach did an uncomfortable flip-flop as she realized just how high up they were. Thanks to the moonlight, she could clearly see the ground. Her stomach did more gymnastics as she saw shards of glass surrounding a few things that looked frighteningly like bodies. Whether or not the bodies were still alive was too hard to tell.

"Willow..." a voice groaned. Willow looked to her right and saw Dawn partly covered in debris. Willow inhaled sharply and quickly removed them. Dawn cradled her arm against her chest.

"I think it's broken," she said as Willow tried to help her up.

"Can you walk?" Dawn nodded as she tested out her legs. She had to limp but was otherwise fine.

"Where're the others?" she asked. Willow bit her lip.

"I don't know...I think a few went out the windows...but the rest are probably either in here or one of the rooms nearby," she added quickly at Dawn's horrified look.

"We have to find them."

"Of course. But what about your arm?"

"I'll use the other one." Willow nodded as she began to move around some of the debris.

"Go look in the other rooms," she ordered. Dawn hurried off. A few minutes later Willow uncovered an unconscious Kennedy and Krit. Krit managed to help Willow move Kennedy-despite a broken leg-into the lobby, where many Wolfram & Hart employees arrived to help.

It didn't take long before Jondy, Wesley, and Gunn were found as well and whisked off to medical along with Kennedy, Krit, and Dawn. While Willow and some of the employees continued to clear out the debris in hope of still finding the others, a dinging noise caused everyone to turn their attention to the elevator.

Angel stepped out carrying an unconscious Buffy followed by Faith and Alec, who were barely conscious as they leaned against each other for support. All four were bloodied and bruised.

"Get them to medical, now!" Willow ordered as Faith almost collapsed. She was cradling her left arm against her chest and seemed determined on keeping her right leg off the floor.

"Fell off a building before..." she said groggily as she was put onto a stretcher. "Went into an 8 month coma...I hope I don't go through another one...I didn't break any bones that time though..." She continued to mutter unintelligibly as she and Alec were wheeled away.

Angel was having difficulty letting Buffy go. He seemed intent on taking to her to medical on his own and was shrugging off some of the nurses that kept trying to help him.

"Angel," Willow said softly as he continued to gaze at Buffy's scratched face. He wasn't even looking at where he was going but he somehow knew the way. "Just let them take her. You need to be looked at yourself."

"I'll be fine," Angel replied shortly. "I'm a vampire." Willow resisted the urge to roll her eyes.

"I know you are, Angel. But you still should be cleaned up. Buffy doesn't need you to stand watch over her." This statement seemed to have had a sobering effect on him and he finally looked away from Buffy.

"Fine...I-I'll get...cleaned up..." his voice grew quiet as he left the room, looking back only once. Willow watched him go with a sad, thoughtful expression on her face before she sighed heavily.

"And I better go check on the others..."

_**One Day Later...**_

Wesley stared silently at the sarcophagus. The lab was in complete ruins and yet this hideous thing was still remarkably intact. Either something was protecting it or it was just really well built. Based on the events of the previous days, he was going to go with protection. He raised a slightly shaky hand and slowly brushed it across the surface.

"Shouldn't you wear some sort of protection suit?" Willow's voice startled him.

"Uh...n-no. I think this has already fulfilled its destruction quota," he replied softly. Willow quietly took in his state. The only thing he had broken the night before was his nose from when Max headbutted him. He had plenty of cuts and bruises, though. And a rather large purplish bump on his forehead. Compared to the others, he got off easy.

As if he were reading her mind Wesley suddenly asked, "How are they?"

"Well, Angel's pretty okay 'cept for being a little cut open in spots. Buffy, Faith, and Alec each have either a broken leg or arm, some broken ribs and are still unconscious. Gunn is pretty scraped up with a few cracked ribs. Some of Kennedy's ribs are broken but she regained consciousness this morning. Jondy and Dawn both have broken arms. Krit has a broken leg...Spike's condition is still the worst. Both of his legs are broken, almost shattered, his right arm is broken, as is his nose and ribs, he's covered in cuts and bruises and has a nasty bump on the back of his head." Wesley stared at her for a few beats after she recited all this. Willow smiled weakly. "It's pretty lucky most of them have advanced healing powers, huh?"

"Yes, I suppose. Are any of them actually out of bed?"

"Angel, Jondy, and Dawn are," Willow answered. Wesley gave a small nodding of his head before he turned back to the sarcophagus. Taking this as her cue to leave, Willow headed for the exit but Wesley's voice, barely above a whisper, stopped her.

"She was curious," he said. "That's why Fred didn't put into containment sooner. How things work. What makes them special. She was always looking for things that other people couldn't see. Because she was curious. I think I hate her a little for that." Willow walked back over to him with a sad expression her face.

"Wes..." she began softly. Wesley ignored her, turning away as he bent down to pick something up. "I know what it's like to lose someone. Someone that you love so much you wake up every morning with them as the first thing you think of. The very idea of being with them makes your heart swell and gives you something to look forward to as the day goes on. And then you can't wait to go to sleep...Just so you can dream about them."

Wesley let out a derisive laugh.

"Is that speech supposed to comfort me?"

"No," Willow replied firmly. Wesley glanced at her, a bit of surprise shown in his face. "It's not supposed to comfort you. It's supposed to knock some sense into you. You loved Fred. And I know she felt the same way about you, if the stories the others are telling me are true. And you were there with her up until the end, weren't you?" Wesley nodded as tears began to cloud his sight.

"S-She wanted me to tell her parents that...that she wasn't scared...that it was quick...Then she asked me...w-why couldn't she stay?" his voice cracked and he turned to Willow, determination suddenly showing on his face. "Her soul has to be out there somewhere. You can do a spell and find it...put it back where it belongs." He expected Willow to smile and say she would, that it would only take a moment. But Willow's expression was somber. The last light of hope that was still inside him flickered out.

"Wes...I-I tried a spell while the rest of you were healing...The results weren't good. Fred's soul...i-it was destroyed when Illyria was resurrected inside her."

"Are you telling me there's nothing left?" Wesley asked icily. "Then...s-she's really gone...Fred's gone..." His eyes were wide at he stared at nothing in particular. Then he suddenly whirled around and began beating the sarcophagus with a pry bar with all his might.

"Stop!" Willow commanded and Wesley froze in place, the pry bar still raised. She gently took it from him and tossed it across the room. It landed with a loud clatter. She turned back to Wesley, whose arms were in the same position. "I know you're hurting. I know this news isn't helping...but neither is attempting to smash this thing." She placed a hand on his shoulder and he regained movement.

"No. It doesn't," he replied as he picked up a newly dislodged crystal from the sarcophagus. "But this might." Willow looked back and forth between him and the crystal with an apprehensive expression on her face.

"Time," he explained once he noticed her look. "The markings refer to a series of timed intervals. This gem is the vocal point of the sarcophagus. It might be useful if it's not already drained." Willow nodded in understanding and gave him a small smile, but his face was back to being completely blank.

"Let's go bring that to Angel," she replied.

* * *

Angel quietly stood next to Gunn's hospital bed as he observed him. Gunn was sitting up and staring at his hands. Neither seemed liable to move until Dawn walked in. Her arm was in a sling and she had several bandages on her body.

"Just making my rounds," she explained when both Angel and Gunn gave her quizzical looks.

"Rounds for what?" Angel asked. Dawn settled herself into a chair and gave them a small smile.

"Questioning." Gunn immediately tensed. "The ones that are actually awake keep mumbling about how we need more information. Obviously. Since we all got our asses whooped. But none of them really know where to start. And then I remembered..." She looked at Gunn with sympathy and he didn't dare meet her gaze. Dawn sighed and then turned to Angel. "I'm not exactly fit for interrogating the doctor that gave Charles his upgrade. So you're gonna have to do it." Angel blinked.

"You're becoming way too much like your sister," he retorted. Dawn grinned.

"Hope that means something good." Angel didn't answer as he walked out of the room. Dawn rolled her eyes and turned back to Gunn, who was staring at his hands again. "Charles..." Gunn reluctantly looked up at her warily. "Get better soon. We're gonna need ya." She gave him a small smile before leaving.

Gunn was too surprised to reply.

* * *

Dawn briskly walked down the hall, intent on reaching the room that Buffy, Faith, and Alec were in. She nearly crashed into Jondy in her hurry to get there.

"Sorry," she apologized quickly. Jondy gave her a weak smile.

"It's alright. I almost didn't see you," she paused and looked a few yards down the hall. "Going to check on Buffy?" Dawn nodded. "I was on my way there, too. You can go in first." Dawn shook her head.

"No, it's okay. We can go in at the same time," she replied. Jondy gave her another smile as they walked into the room together. The only thing that greeted them was the sound of three heart monitors. Each beeping in a way to let them know the three motionless people in the hospital beds were still alive.

"I hate this," Dawn mumbled as she stood at the foot of Buffy's bed, staring at her. Jondy wrapped her good arm around Dawn's shoulder.

"Me too, kid," she whispered into her hair. Dawn didn't even care that she had called her a kid. Maybe it was that she had said it in an affectionate way, but she just didn't mind.

"My last experience with a god...I didn't think it was possible, but...it wasn't as terrifying as this," she said after a while, desperately trying to stop tears from forming in her eyes. "Spike got beat up...but it wasn't as bad as what happened to him yesterday. At least he was still conscious. Tara was turned into a crazy person, but she got better. No one's been made crazy by Max and Illyria but it seems that got replaced with being whaled on. Sure, Buffy died last time, but...if during her first big encounter with Max ended in this," she gestured to Buffy's still body. "Who knows what will happen next time?" Jondy didn't reply, knowing Dawn didn't actually want an answer. A few more minutes of silence passed before Dawn spoke again. "You've known Max since she was a baby, right?" Jondy nodded. "Any ideas on how we can make her stop being evil?" Jondy let out short, humorless laugh.

"Only the obvious one," she replied. "Somehow we'll have to get rid of those god powers she's become so fond of without killing her in the process. Only then would we really have a chance in reaching her."

"Dear god...I hope that's not your only plan..." Alec's weak voice startled them. Jondy let go of Dawn and rushed over to his bedside.

"You're awake," She stated gratefully. Alec grunted in response. His eyelids were only half open, as if they were too heavy to lift all the way. "How do you feel?"

"Like I fell 20 stories, smacked onto the pavement, broke a few dozen bones in my body, got knocked out, and now I'm laying in a very peculiar smelling bed with a bunch of liquids pumping into my body."

"Pretty accurate recap. Least we know you don't have amnesia," Jondy replied smiling. The corners of Alec's mouth twitched.

"How are the others?" he asked. Jondy looked across the room at Faith and Buffy's unconscious bodies and then at Dawn, who had moved closer to Buffy.

"Some are better than others," she explained vaguely. Alec grunted again. "You, Buffy, Faith, and Spike are still the ones in the worst conditions." Alec's eyelids lifted even more.

"What do you mean?" he asked, the first note of panic seeping into his voice. Jondy winced and avoided his gaze, which was becoming more intense by the second. "Jondy..."

"Buffy, Faith, and Spike are still unconscious. Buffy and Faith each have broken ribs and a broken arm and leg. Spike's got broken ribs, one broken arm while the other is just cracked, both of his legs are broken, and so is his nose. All three of 'em have a bunch of cuts and bruises," Jondy recited. Alec swallowed.

"What about Angel? He flew out the window, too," he replied softly. Jondy's brow furrowed.

"I think he either landed in better position than you guys, or he landed in better spot. Either way, he's only cut up a little bit." Alec opened his mouth to comment when the sound of the door opening behind them diverted their attention. Angel stood in the doorway, wiping blood off his hands.

"Is Alec the only one that's woken up?" he asked. Jondy and Dawn nodded. Angel's eyes strayed to Buffy's body but he didn't comment.

"What did you get out of the doctor?" Dawn questioned softly.

"Plenty. None of it good," he answered. "Apparently Illyria and Max's big priority is to unleash hell on Earth." Alec, Jondy, and Dawn all stared at him incredulously.

"Well that's not very original..."

**A/N-Well...That was an interesting chapter to write...Feedback is much appreciated!**

**LadyV77-Thanks ;o) I kinda had a feeling most people would be happy Harmony's gone but I wasn't sure.**

**mel11-Thanks a lot ;o) I hope this was soon enough.**

**meri24-Hehe. Just you wait... ;o)**

**screaminheathen69-Lol. I'm glad you like having Willow there. More transgenics will be coming soon. As will a few other beloved characters...hehe. **


	15. Chapter Fourteen

Chapter Fourteen

"Well that's not very original."

Dawn, Jondy, and Angel jumped in surprise at the sound of Buffy's voice while Alec simply glanced over at her bed. Dawn's face broke into a wide grin and she temporarily forgot how big of a beating her sister had took and threw her arms around her. Buffy's sharp intake of breath quickly reminded her though.

"Sorry," she said, wiping her eyes with her non-injured hand. "I'm just so relieved you're awake." Buffy grunted.

"How long have I been out?" she asked groggily.

"'Bout 26 hours and 34...minutes," Angel answered, trying to ignore the looks Jondy, Dawn, and Alec were giving him. Buffy turned her head to look at him and their eyes locked. Buffy broke it off with a small smile.

"Am I wrong in assuming the others are also beat up but healing?" Jondy shook her head.

"Nope. You're dead on. The others have plenty of injuries to get through, but yours, Alec's, Faith's, and Spike's are by far the worse. Which is almost ironic since you're also the most experienced." Angel let out a well-timed cough. Jondy smirked. "Besides the 250 year old petty vampire behind me, of course."

"I'm not petty," Angel muttered quietly. The three women rolled their eyes.

"If you're insulting the jefe here, I think I'm entitled to some jibes..." Faith grumbled. Jondy left Alec's side to go over to her.

"How ya feelin'?" Faith opened her mouth to respond when Jondy held up her hand and grinned. "Wait. Lemme guess. Five by five?" Faith let out a soft laugh and slowly eased herself up into a sitting position. She winced and placed a hand against her bandaged ribs.

"Of course," she responded even as she closed her eyes. "These are just scratches. I can feel myself healing already. I'll be up and kicking ass in no time."

"A broken arm, leg, and some ribs are not scratches," Jondy pointed out. Faith opened one eye and glared at her.

"Do you mind? I'm playing tough chick. It doesn't help anyone if you put the kabash on it." Buffy snorted.

"Wow. 'Jefe' and 'kabash'. Who knew you were a world traveler?"

"So many things for you to learn, young grasshopper," Faith replied dramatically.

"Oh please. I'm older than you."

"But I'm wiser and hotter than you." Buffy made a noise that was somewhere between a scoff and squeak of surprise before she turned to the others for support.

"Sorry blondie, but I'm with my girlfriend on this one. It's a rule," Alec replied. Buffy rolled her eyes and looked at Dawn and Angel.

"You're my sister," Dawn stated. Buffy narrowed her eyes.

"That's not exactly reassuring."

"I know. But it's just my way of saying you're not getting anything out me." All eyes fell on Angel, who shifted uncomfortably.

"Hey, Jondy hasn't answered yet," he pointed out lamely.

"Oh, I'm on Faith's side," Jondy replied matter of factly. Angel opened his mouth but the entrance of Willow and Wesley saved him from having to answer. He actually sighed with relief.

"What is it?" he asked eagerly. Buffy and Faith glared at him but he pointedly ignored them. Willow and Wesley exchanged a look before Wes showed Angel the crystal he had dislodged from Illyria's sarcophagus.

"This might help in containing Illyria and Max. Slow 'em down or at least prevent them from slowing _us _down," he explained. Sighs of relief immediately erupted in the room. Willow raised her eyebrows and smiled.

"I think that news just made the patients' day," she replied.

"Hey Willow," Alec said, narrowing his eyes slightly. "You're a witch right?" Willow nodded slowly, not quite sure what he was getting at. Alec's face suddenly turned comically desperate. "Can you please do some little spell thing and make our bones come back together?"

"Don't be such a baby," Faith teased, but she fixed Willow with the same hopeful stare.

"Uh...I don't think I can just zap you and have all your injuries to be healed but I can probably do something to make the process go even faster. But considering all three of you already have accelerated healing powers...with the extra help you'll probably be good to go by tomorrow at the latest. You won't be at your full strength, of course, 'cause no one's _that _strong..."

"What're you waiting for then, Red? Get your mojo working," Faith interrupted.

"Yeah," Buffy agreed. "We can't afford to lose anymore time. We have to stop Illyria and Max from doing exactly what we've been making sure _no one_ ever does. Unleash hell on Earth."

"Please. No one's ever done it before. What's so special about them?" Dawn asked. The others just looked at her. "Right. Stupid question. Forget I said it."

"Vahla ha'nesh," Angel said suddenly, as if just remembering.

"Huh?"

"Vahla ha'nesh? What does that mean?" Wesley asked.

"I think I covered that with 'huh'?" Buffy stated. Wesley briefly glanced her before turning back to Angel.

"I was hoping you could tell me," Angel replied.

"Fine. You guys still capable of roaming around and opening books and understanding what you're reading go do research on the Vahla hashbrown thingy while Faith, Alec, and I work on healing. Willow, get together whatever supplies you need for speeding up the process. It'll be helpful to the others, too."

Jondy and Wesley seemed slightly chagrined at being told what to do by Buffy, but after seeing that Dawn, Willow, and Angel immediately went to do as she asked, they followed suit.

* * *

Max let her gaze roam over the house in front of her. It was four stories high and probably had more than one wing. The exterior seemed to be old Victorian and painted light blue. The roof, gutter, and window panes were a darker shade of blue. Roses, tulips, and Morning-glories were just a few of the flowers that surrounded the house. The front lawn was a healthy green color and looked freshly mowed.

All in all it seemed like a Mr. Rogers-type's wet dream. Which was enough to make Max gag and set it on fire. But she and Illyria needed a place to stay before they carried on with their plan. Both females had agreed that simply finding an abandoned warehouse would be suicide, besides being completely uncomfortable.

The neighborhood they were in was definitely where a bunch of rich folks hung up their jackets and hats. There were plenty of mansion-like places to choose from but the house they stood in front of, drawing stares from passers-by in the process, was smack dab in the middle of all of 'em. Plus it was blue, which went really well with their appearances.

"Check it out, ladies," Max said to Illyria and Knox. "Say 'hello' to your brand new digs." Knox nervously glanced at her, a wary almost-smile on his face. Max cocked her head to the side as she studied him. He'd been acting wiggy around her ever since she had blasted Angel, Buffy, and the others through the walls and out the windows.

_If it had been his blue leather queen's accomplishment, he'd be giddy with joy. Guess he doesn't like the fact that the powers were split. Well, if he becomes too much of an annoyance, I'll just snap his neck. _

Something along the lines of creepy self-satisfaction must have shown on Max's face because Knox suddenly let out a hysterical giggle and avoided her gaze.

"This building is already occupied," Illyria stated, seemingly ignoring Knox's outburst. Max nodded.

"Yup."

"But not for much longer."

"Of course not. We go in, kill the people inside, and make ourselves at home."

"No," Illyria said abruptly. Max shot her a suspicious look, but it faded when a menacing smile appeared on Illyria's face. "You have already had your share of violence. The turn is mine."

Without looking at Max or Knox, Illyria strode purposefully forward to the house. She kicked open the front door and walked inside. High pitched shrieks and bloodcurdling screams floated out onto the sidewalk, where Max listened gleefully and Knox seemed uncharacteristically mute.

"What's the matter Knoxie?" Max asked, her tone patronizing. "Thought you'd like the idea of your 'God' gettin' her maiming on."

Knox visibly swallowed as one of the crystal clear windows was suddenly smothered in a thick, dark red liquid. Max followed his gaze and her smirk widened. She knew Knox had no problem with Illyria killing, but the longer Illyria was inside the house and not outside with him and Max, the longer he had to be alone with Max. And that notion seemed enough to make Knox wet his pants in fear.

* * *

"How are they?"

Willow nearly jumped in surprise at the new presence. She finished shutting the door behind her and turned to face Dawn, who was looking more and more concerned by the second.

"I saw some weird light coming out of their room and I figured you were doing that spell thing so did it work? Are they better?" Willow smiled and ruffled her hair.

"They're sleeping it off," she replied. "By the time they wake up, their bones will be mended. They'll be a little stiff for a while, but other than that they're fine. Their scratches had already fully healed by the time I got my supplies together." Dawn sighed with relief.

"What about the others? Krit, Gunn, and the rest? Have you already worked your spell on them?" she asked. Willow shook her head.

"No, I was on my way..."

"What about Spike? His is the worst condition right? Have you helped him yet? Is he doing any better?" Dawn interrupted.

"I checked on him first, but he kept slipping in and out of consciousness, and the spell I'm using works better if the recipient is awake. But yes, he is doing better. I was going back to his room after I helped the others," Willow replied. She looked down at Dawn's broken arm. "And you." Dawn made a 'phfft' noise and gave a dismissive wave with her hand.

"Please. I'd hardly be helpful in a fight with Max and Illyria. Help the ones who actually _can _before coming to me."

"Dawnie..." Willow began softly.

"No. Go," Dawn interrupted. She gave Willow a small, sad smile before continuing down the hallway. Willow watched her go with a thoughtful expression on her face then headed off in the opposite direction.

* * *

_Spike couldn't move. _

_Thick, black fog seemed to be clouding his senses. His head felt too heavy. For a fleeting moment, he thought one of the most common insults that have been aimed at him had come true. His brain was actually just a big, bland rock. Completely unused. Useless. _

_A cold breeze brushed against his body. Even though it barely touched him, it sent continuous shivers down his spine. _

_Something warm caressed his cheek, scorching his skin. Heat flooded throughout his body. The shivers disappeared. _

_Spike realized the thing that had touched him was a hand. _

_The fog lifted. _

_Max's smiling face looked down at him. Her eyes were normal. Chocolate brown. Spike raised his hand to touch her, not quite believing she was real. His fingers made contact with her soft, smooth cheek. Max placed her hand over his. Spike almost laughed in relieved shock. _

"_I'm dreaming, aren't I?" he questioned. Max shrugged. _

"_Probably," she replied. "I mean...it's not real likely I'd be welcome back here. Not after what I've done..." She closed her eyes and leaned away from Spike's touch._

"_What're you doing?" Max turned her head back to face him and Spike was surprised to see tears in her eyes. "What's..."_

"_I can't stay much longer," she interrupted. "You'll be fully healed soon. Then..._hopefully_...you can stop me." Spike's brow furrowed. _

"_Stop you...? You don't mean..." he trailed off, not daring to say it out loud. But Max nodded firmly. _

"_If you have to. If nothing else works. It may be the only option. You already know it, William. I wouldn't be saying it if you didn't already know it." Spike snatched his hand out of hers. _

"_No," he stated. _

"_William..." _

_Spike crawled backwards away from her, shaking his head. _

"_No," he repeated. Max appeared next to him again. She placed both hands on either side of his face and stared intently at him. _

"_Yes," she stated firmly. Spike started to shake his head again and Max lightly brushed her lips against his. Spike closed his eyes as his body seemed to freeze up again. _

"_No. No, no, no, NO!" _

* * *

"NO!"

Spike shot up in his hospital bed screaming. The door to his room suddenly burst open and Angel, Willow, and a doctor hurried in. They stared at him in shock. His blue eyes seemed to be glistening with unshed tears and his mouth was wide open, letting his scream continue.

"Spike..." Willow began softly, but his scream drowned her out.

"Spike!" Angel bellowed. Still no reaction. Angel slapped him upside the head. The screaming abruptly stopped and Spike made a choking noise. "What the hell is wrong with you?" Spike eyed him with a confused expression on his face.

"What're you talking about? Nothin's wrong with me," he replied as he threw the sheets off of him and hopped out of the bed.

"Excuse me, but you've been through quite a lot. I don't think you should be getting out of bed yet," the doctor said, moving forward to get Spike to lay down again.

"Maybe you should check up on your vampire history, Doc. 'Cause then you'd remember getting the crap beaten out of me doesn't mean I'm completely out of the game," Spike growled. The doctor immediately backed off and left the room, muttering about ungrateful demons.

Spike rolled his eyes and looked down at himself. He was wearing a hospital gown. Grimacing, he asked, "Where're my clothes?"

"Spike, you've been in and out of consciousness for over 48 hours after getting beaten up pretty badly by a god, you just woke up screaming bloody murder, and the first thing you ask is where's your clothes?" Willow countered incredulously.

"Well I can't very well go out in public with my ass hanging out the back of this flimsy thing, now can I?"

"No one wants that," Angel replied, his nose scrunching in disgust. "I'll go get your clothes." Once Angel had left, Willow's incredulous expression turned to one of concern.

"Weren't your bones broken the last time I checked on you?" Spike shrugged as he sat back down on the hospital bed.

"Vampires heal quickly," he replied shortly.

"Not usually so fast. Especially after the beating you endured." Spike shrugged again but didn't answer.

"Don't you have other patients to look after?" he finally said after a few minutes had passed. Willow bit her lip, but nodded.

"Once you're dressed, go to the lobby. Most if not all of us will be there," she said before leaving the room. Angel reentered shortly after.

He tossed Spike his clothes with a curt, "Hurry up." Spike rolled his eyes but didn't retort, glad to be alone again.

He took off the hospital gown and was pulling on a black T-shirt when he finally gave into the urge to touch his fingers to his lips, where he could still feel the light pressure from Max's kiss. He knew it was a dream, but it had felt too real for his liking.

He didn't want to kill Max. He'd rather have a permanent residence in hell and an 'Eternity of Torture' coupon than be the one to end her life. But then there was that whole pesky 'for the good of the world' thing. Being a vampire with a soul meant either decision would give him a ride to Guilt Trip Land.

The only thing Spike hoped for was for him and the others to figure out a way to extract the god powers without killing Max. And that light of hope was slowly flickering out.

* * *

When Spike finally reached the lobby, the others were already waiting for him. He tried to keep his face blank as he strode over to join them, but looks from Buffy, Dawn, Faith, and Jondy made him rethink his decision.

"What?" he asked impatiently. Buffy and Dawn quickly avoided his gaze while Faith and Jondy cleared their throats.

"It's nothing," Faith stated. "You just..."

"I just what?"

"You look...different...without your hair slicked back," Jondy replied. His brow furrowed, Spike brought his hand up and ran it through his hair. He had forgotten to slick it back and his blonde curls had free reign. Given the looks from the Buffy, Dawn, Faith, and Jondy, he guessed it wasn't a bad thing. He lazily smirked and turned his attention to Angel, who was visibly stiffer than usual, as were Krit and Alec. Knowing the reason, Spike's smirk widened.

"So, have you learned anything new and interesting while I was out?" he asked. Angel glanced at Wesley.

"Yeah, we have," he replied. When no one elaborated Spike loudly cleared his throat.

"Come on people. Clock of Doom is tick tocking away," he prodded.

"While most of you were in bed, recuperating, Wesley and Willow were able to figure a few things out," Angel began before motioning for Wes or Willow to continue.

"This won't be a very big surprise for most of you, but the plan that Max and Illyria have is to unleash hell on Earth. Inside her temple, Vahla ha'nesh, is her army of doom. Andthe agenda is to open the gateway and set them free," Wesley explained.

"Where's this temple located?" Kennedy asked.

"I'm guessing somewhere in Los Angeles," Krit stated. Wesley nodded.

"It was built here millions of years ago, but it's out of phase with our time stream. Only Illyria can open the gateway."

"What about Max?" Faith asked. Spike warily watched Wes as he waited for his response. "Doesn't she have Illyria's god powers?"

"I don't think that changes the fact that only Illyria herself can open it. Max is still Max, just with corrupted power," Wesley explained. He glanced at Willow, who in turn fixed Spike with a sympathetic stare.

"What?" Spike questioned irritably.

"Besides doing research on Max and Illyria's big plan, Wes and I have been trying to figure out a way to bring Max back to normal. We already know we can't do the same for Fred..." Willow paused as this fact sent a pang to everyone's hearts. "But we think we've got something." Spike's eyes widened and the small smile that appeared on his face reminded Willow of a little boy.

"What is it?" Spike asked.

"There's no guarantee that it'll work..." Wesley began.

"We've got to at least try," Gunn interrupted softly. Weslooked briefly at him, but still seemed to hesitate in answering Spike's question.

"What. Is. It?" Spike repeated, his voice gaining edge.

* * *

Illyria stepped over the bloody body of a guard as she, Max, and Knox continued walking into the Bank. She gavethe guarda second look before scoffing.

"Your breed is fragile," she stated. "How is it that you have come to rule this world?" Neither Max or Knox responded at first. Then Max gave Knox a look that clearly said he should be the one to answer.

"W-Well...what they lack in strength, t-they make up for in sneakiness," he stammered quickly. Illyria gave a slight shake of her head.

"You are deceivers," she stated.

"Yes, they are. They deserve to be punished," Knox agreed. Max gave him a whack upside the head.

"You're talking about your own race there, Sparky," she replied. Knox made a small whimpering noise and tried to lengthen the distance between him and Max.

"Yes. Why do you not consider yourself as one of them?" Illyria asked as she stopped walking. She held her hands up in front of her face.

"Because I'm with the king now," Knox answered proudly. Max rolled her eyes as she leaned against a wall, almost in boredom. Knox rubbed his hands together excitedly. "Open the gateway. Raise your army. Wash humanity from the face of the Earth and reclaim..."

"Shut up," Max snapped as she came to stand next to them again. Still holding her hands in front of her face, Illyria wiggled her fingers. A gust of wind blew past her, but no portal opened.

"The gateway is blocked," she stated. Knox blew out a sigh and nodded.

"Yeah, I was afraid of that," he said. Both Max and Illyria turned their heads to glare at him. "Not to worry, I brought my skeleton key that can open any locks that Wolfram & Hart create. Just in case." He held up a satchel. Max grasped the front of his shirt and hauled him closer to her.

"Then use it," she growled dangerously. Knox audibly gulped and nodded. Max let go of him and he quickly set his supplies up forthe spell.

When he was done, they watched as the pile of bones he hadcreated disappeared.

Smiling, Knox opened his mouth to say something but Max suddenly held up her hand and silenced him. A malicious grin spread across her lips.

"I thought you guys had learned your lesson from the last time," she said before she slowly turned around to face Angel, Spike, Buffy, Faith, Alec, Willow, Wesley, Kennedy, Jondy, and Krit. "You know, that time when I blasted your asses through glass, walls and windows."

**A/N-This chapter was shorter than usual but I didn't want to get into the big fight scene, which will, of course, be in the next chapter. I have one quick question for the people that are reading this fic: In the next chapter, who would you like to see be the one to weaken Max so they can try and 'cure' her, Spike, Willow, Buffy, Alec, Faith, or Angel? Review please!**

**meri24-Thanks ;o) Considering they're both evil at the moment, I'm not sure they'll be having a showdown, but I can probably work it in another way...hehe.**

**LadyV77-Thanks ;o) When has being boo-booed stopped these guys from fighting?** **I know they can heal quickly ('cept Gunn, Wesley, and Dawn, but only Wes is really needed for the big fight so I only gave him a broken nose and some scratches) but I didn't want it to seem too inhuman so I had about two days pass before they confront Max and Illyria. But they also had help from Willow. I hope it's still believable...If not, for the fight I can write it a certain way to make it more realistic...Yes, Lindsey will be coming back and Gunn will play that special part in it...**

**screaminheathen69-Yeah, that'd definitely be too easy ;o)**

**Delauro-Thanks ;o) It was a slightly slow update this time but that's because I had some family problems. All is well now though so you can expect the next update to be sooner. **

**Sarah-Thanks ;o) Alec will have his moments, but with the amount of characters that I plan on bringing in, he'll have to share the spotlight :o)**


	16. Chapter Fifteen

Chapter Fifteen

"I thought you guys had learned your lesson last time," Max jibed, grinning malevolently. "You know, that time when I blasted your asses through glass, walls, and windows.

"Guess we couldn't stay away," Spike retorted. Max turned her head to look at him and her smile softened.

"Dear William...How are you, lover? Sure all your boo boos are mended? 'Cause Mommy could kiss 'em and make 'em better..." Spike's jaw tightened and he seemed about to launch himself at her when Alec swiftly grabbed his arm, restraining him. Max pretended to fan herself in fright. "Dear, dear. What is the world coming to when your self-proclaimed soul mate attempts to attack you for a simple tease like that?"

"Depends. Do your teases usually make you sound like a complete bitch?" Buffy snapped. Max opened her mouth to retort but Illyria interrupted her.

"We do not have time for this. We must reach my temple." Max rolled her eyes.

"Relax Big Blue. There's always time for maiming former friends." She glanced briefly between Spike and Alec and smiled coyly. "And lovers." Spike let out a low growl and tightened his grip on his sword. Alec's hazel eyes flashed in anger.

"Don't even think about trying mind games," he spat. Max just grinned.

"Uh...Guys? Maybe you should take a second look at the headlines...Cause you can't win this," Knox stated.

"Maybe not," Wesley replied. "But I believe we're all willing to die trying." Illyria cocked her head to the side as she studied him.

"Why?" Wesley didn't reply.

"How 'bout the fact that you're walking around looking like the woman you murdered," Angel bit out. "And this army you're trying to raise? Innocent people will die. Like Fred. We won't let that happen."

"It is your duty to protect these creatures?" Illyria questioned. "Fight for their lives?"

"Yes." Illyria and Max looked over at Knox at the same time.

"Even this one?"

Knox fidgeted nervously. "I-Is that an issue? Am I in danger, boss?" he spoke to Illyria but kept his worried gaze on Max.

"You're scum, Knox," Angel replied. "I'd like nothing better than to bash your head in for what you did to Fred. But you're still a part of humanity. And that's a hell of a lot better than your leather buddy over there. So between you three, yes, I would fight for Knox's life, just like any other..." A loud gunshot echoed throughout the room. Knox looked down at his chest and saw that he was bleeding from a shot to his heart. Everyone turned to look at Wesley, who held the smoking gun, as Knox collapsed. Dead. "Okay...Scratch what I said there. He deserved to die."

Illyria and Max looked down at Knox's body. Max simply continued grinning while Illyria fixed Wesley with an angry stare.

"You destroyed my Qwa'ha Xahn," she growled.

"I don't know what that is...but he definitely had it coming," Faith replied.

"It offends me that you think he matters."

"Oh please. We know he doesn't. You two are the ones we came to fight. Dead Knox is just a bonus," Kennedy retorted.

"You wanna fight?" Max asked rhetorically. "Then what're you waiting for?"

Wesley and Kennedy immediately flanked over to Willow, as if wanting to protect her. She held her arms at her sides and began to chant under her breath. Angel swung his sword at Illyria's front while Buffy did the same thing from her back. Illyria swiftly ducked and their swords clashed against each other. Still crouching, Illyria took advantage of their surprise and thrust her fists into their sides. They staggered away. Illyria followed after them, backhanding Angel across the face and kicking out at Buffy's arm, forcing her to release her sword. Buffy dropped to the ground and attempted to sweep Illyria's feet out from under her. Illyria jumped to the side and received a hard right hook to the face from Krit.

Illyria didn't let her surprise show as she retaliated with a drop kick to his chest. He fell backwards but Illyria was immediately distracted by Angel swinging his sword at her head. She ducked, grabbed his arm, and brought him down towards her knee. As Angel's head snapped back, a biting pain made Illyria cry out. She looked down and saw blood running down her arm from a deep gash. She looked back up just in time to dodge Buffy's continuing attack. Without pausing, Buffy made several more slashing attempts, but Illyria dodged them all before kicking her away.

Buffy collided in midair with Faith, who had just been sent flying by Max. As the two women helped each other up, they took a brief moment to examine the situation before diving back in. Jondy was going hand to hand with Max as Spike made several attempts to injure her with his sword. Jondy kicked out at Max's knee, but Max swiftly blocked it by raising her leg before delivering an elbow to Jondy's face.

As Jondy reeled back, Max spun around and grabbed Spike's arm, the one holding the sword, and brought him in for a headbutt. She quickly followed with a knee to his stomach and then kicked him to the side.

Max got back into a fighting stance as she awaited the next attack. But neither Jondy, Spike, or Faith delivered. Instead they suddenly jumped to the side. Before Max could figure out what they were doing, she was hit in the back by a ball of white energy and catapulted forward. Not wanting to crash into the wall, Max turned her fall into a somersault and righted herself just inches in front of it. She whipped around just as Spike brought his sword down. Having nothing else to defend herself, Max gripped the edge with her bare hands.

As she felt the steel begin to bite into her skin, she couldn't help but laugh at Spike's astonished face. Then she felt blood start to trickle down her arm and she tightened her grip before wrenching it out of Spike's grasp. He quickly retaliated by punching her in the face. As Max felt her now split open lip, she smiled. Not liking her reaction, Spike dropped to the ground and attempted to sweep her feet out from under her. But Max quickly flipped over him and then kicked out, striking Spike in the back and sending him flying into the wall, knocking him unconscious.

When Max turned around, she found herself facing Kennedy, Wesley, and Willow. She rolled her eyes.

"Do you think you could save me some time and ram your _own _head repeatedly into a wall?" Before they could respond, in the blink of an eye Max had punched Wesley and drop kicked Willow, causing them both to stagger backwards and collide with Krit, who was fighting Illyria. Kennedy cocked an eyebrow at her.

"I thought you wanted us to beat up ourselves?" Max shrugged with another psychotic grin on her face.

"What can I say? I realized I would take great pleasure in knowing your skull was smashed in on account of me. Makes me feel all warm and fuzzy inside, ya know?"

Kennedy scoffed but didn't respond as she attempted a roundhouse kick to Max's face. Max grabbed her foot and flipped her over. But Kennedy landed back on her feet and let loose with a few punches. Max blocked all of them before getting in her own punch to Kennedy's face. As her head snapped back, Max swiftly followed with a double kick and then grabbed her arm. Before Kennedy could react, Max twisted it painfully backward and then brought her elbow down hard. Kennedy cried out in pain as her bone audibly cracked. Max dropped her arm and grabbed hold of her neck and then repeatedly banged her head against the wall.

"Now we're having fun," Max stated happily before she carelessly shoved the unconscious Kennedy away and then turned to fight more with Jondy.

Meanwhile, Willow and Wesley had turned their attention to the fight between Illyria and Krit.

Illyria had Krit's arm twisted behind his back, and seemed about to snap it in half when she was hit on the head by the hilt of Alec's sword. Illyria dropped Krit in her surprise and attempted to lash out at Alec, but she was suddenly kicked to the side by Faith. When she looked back up, she only saw a flash of white light before she was hurtled backward. She crashed into a wall with a loud smack, but she didn't appear very injured. Only pissed off.

"This is pointless. You cannot destroy me with your simple hat tricks. It is time for my army to slaughter you," she growled. She walked briskly back to where Knox lay dead and brought her hands up in front of her face. Before she could open the gateway, Faith tackled her to the ground. It took a few moments of punches, knee jabs, and eye poking before Illyria managed to get free. Wesley, who had his gun at the ready, quickly got a shot off.

It only grazed Illyria's forearm and then she kicked Knox's body at him, knocking him to the ground. Before Illyria could attempt to open the gateway again, she was hit by another of Willow's 'hat tricks'.

After receiving a hard punch to the gut from Jondy, Max angrily grabbed hold of her by the hair and sent her flying across the room. Not having time to gloat, Max warded off Buffy, who succeeded in giving Max a few cuts with her sword before Max tossed her across the room as well. Buffy collided with Angel and they both crashed into a wall, creating a few more cracks in it.

When Max turned back around, she found herself facing Alec. His face was grimly blank, which only caused Max to smirk. She opened her mouth to taunt him but then caught a glimpse of Illyria kicking Willow like a soccer ball across the room and then start to raise her hands.

"Sorry hun, but the need to raise an army is just a notch more important than beating the crap out of you. Maybe later?" Max asked, but didn't wait for him to answer as she waved her hand, putting everyone but her and Illyria in slow motion. Intent on reaching the spot where Illyria would create the portal, Max didn't notice that Spike was no longer in an unconscious slump by the back wall.

In the blink of an eye, Alec was suddenly in front of her again.

"What's the rush, Maxie?" he asked sweetly. Caught off guard, Max didn't react quick enough to block theblow that Alec landed on her face, sending her across the room.

"H-How...?" Max asked in a stunned voice as she slowly eased herself back up into a standing position. Alec grinned and held up the crystal he had been holding in his fist.

"It's from that sarcophagus that gave you those nifty new powers of yours. It's connected to you, and now I'm connected to it," Alec replied. He tossed it into the air and caught it in his other hand. "Kind of an ugly crystal though, don't ya think?"

"It's perfect for you then," Max spat. Alec laughed in response. But it was cut short when Illyria succeeded in opening the portal. Without turning to make sure Max followed her, she dashed into it. Max made a move to follow at the same time Wesley dived in after Illyria. Alec brought the hilt of his sword down on Max's back, stopping her progress just as the portal closed.

Regaining her balance, Max let out an infuriated yell of rage as she whirled around and backhanded Alec in the face. He staggered backward as his lip split open. He gently touched his fingers to it and smirked.

"Your temper didn't change," he stated lightly. "Without loveable ol' me, I wonder how you managed to vent your anger. Tell me, did you substitute Illyria and Knox's heads for mine?" Not waiting for Max's response, he added, "Bet they didn't like that. Made you miss me, huh?"

"I wouldn't miss you if you were dead," Max snapped angrily as they began to circle each other. Alec inhaled sharply.

"Now Maxie, don't say things you know you'll regret later," he replied, wagging his finger at her.

"Stop. Calling. Me. That!" Max shouted as she kicked out at him. Easily getting over the hit to his gut, Alec's grin widened.

"Why not, Maxie? It's the nickname your big bro gave you." Much to the amazement of the others watching this exchange, Max visibly tensed. "Yeah. You remember him, don't you? Well, you should. After all, you're the one who killed him." Max's eyes blazed and her whole body seemed to almost shake with anger. "Plus, hey. Didn't he look exactly like me?"

"Leave Ben out of this," Max growled dangerously. Alec continued to smile.

"Or what? You'll snap my neck?"

"You think I won't?"

"Well, it shouldn't be too hard, I imagine. You can just pretend you're back in that forest. With Manticore closing in. The fight with you and Ben escalating. You break his leg and he stumbles. Then you hold his head in your lap."

"Shut up," Max ordered, her voice soft and even.

"Crying 'cause you were too damn lazy to carry one single transgenic to safety."

"Shut up."

"Too worried about saving your own ass."

"Shut up!"

"But death is easier right?"

"SHUT UP!" Max shrieked as she lashed out at Alec in a flurry of fists and legs. When he was finally able to stop her beating, Alec continued his taunting.

"Well if Ben's such a sore spot for you...why don't we talk about Zack?" Max's jaw tightened and she clenched her fists. "But what's so interesting about him? Well, he used to be a phenomenal fighter. A real golden boy. But because of you he became a farming trucker boy, right? If that ain't a riches to rags story, I don't know what is."

"Whatever you're trying to do...it's not working," Max ground out. Alec laughed.

"Sweetie, Maxie. It already is," he retorted. Instead of responding vocally, Max yet again attacked him physically. Their movements were only a blur to the others.

"Is it really working?" Faith asked in a hushed tone to Willow, who only nodded since Alec and Max had stopped fighting again. And surprisingly, Max was just as beaten up as Alec.

"Ya know another sibling whose death was your fault? Eva," Alec stated breathlessly. Max made to attack him again, but Alec suddenly whipped out a gun from the back of his waistband. He trained it square on the spot between Max's eyes. "She died from a gunshot, right? Does this one look familiar to you?" Max visibly swallowed as she stared straight into the barrel of the gun.

"Yes," she said, her voice sounding considerably smaller. This time, Alec didn't smile.

"It should," he said coldly. "It's the same type. If I shot you right now, it'd leave the exact same mark as the one Eva got from Lydecker's gun." Max wasn't the only one to stiffen at these words. Jondy and Krit were visibly affected as well.

Alec took a step backward and then slowly moved the gun left to right, but kept it aimed at Max's head. Max warily followed its every move.

"So I guess along with everything else about you that didn't change, your fear of guns was included in that little package, huh?"

Max's eyes suddenly snapped away from the gun and locked onto Alec's.

"Screw you," she growled. She lunged for him but Alec swiftly kicked her away. When she looked back up at him in shock, Alec had lowered the gun and was hurriedly walking backwards.

"NOW!" he shouted to someone off to the side. Max turned to see who he was talking to and caught a glimpse of Spike holding some sort of large metallic weapon before a beam of light shot from it and struck her in the chest. She closed her eyes against the brightness as she felt a strange sensation. As if something was being taken from her, but she was too worn out to fight it. As quickly as it had started, it stopped.

Max collapsed to the ground, convulsing. She kept her eyes shut tight against the pain and she suddenly felt someone slip their arm under her shoulders. Then everything went black.

* * *

"So how are we supposed to know if it worked?"

"We wait til she wakes up."

"I think the fact that the blue streaks are gone from her hair is a pretty good sign."

"The only other body part of hers that was blue were her eyes, right?"

"God, I hope so."

Something that sounded along the lines of a head beingsmacked reached Max's ears. She tried to open her eyes but her eyelids felt like mini boulders had been lain on top of them.

"Hey...I think her eyes just twitched."

"Twitched? As in what _everyone's_ eyes do when they're sleeping or just plain have 'em closed?"

"Well...They just seemed to have more of a...purpose."

"Right. Cause most moving eyes are just lost on the road to the Meaning of Life."

"Spike, leave her alone." Spike made a harrumphing noise but didn't reply. A few beats of silence stretched on and Max tried again to open her eyes, to no avail. She figured maybe she could at least talk to them and attempted to open her mouth. She succeeded but then realized her mouth was too dry to speak. She tried anyways and almost winced at theweird noise that came out of her mouth.

"Hey...did you guys hear croaking?"

"Oh god...there aren't any frogs in here are there?"

"I doubt it, Willow. Unless Angel's hired some frog demons."

Realizing they could hear her, Max attempted to speak again. Her voice was slightly clearer and she heard something that sounded like a chair toppling over. Then she felt someone grasp her hand. It was cold to the touch.

"Max?"

"S-Sp-Spike..." Max felt like gritting her teeth in irritation at not being able to speak right and immediately regretted it after it sent a painful reaction to her head.

"Sh-she's awake!" The sound of more chairs toppling over reached her ears. And then someone grabbed her other hand. It was a whole lot warmer than Spike's.

"Maxie?" It was Alec. "Can you hear me?"

"N-Need...water..." Max croaked in response.

"Why isn't she opening her eyes? That metallic thingy didn't fry 'em did it?"

"Be quiet, Dawn."

"It's a reasonable question, Buffy. You don't need to..." Dawn trailed off as Max, not liking the idea of her eyes being fried, opened her eyes a fraction of an inch. It took a hell of a lot of will power.

"Did she say something about water?"

"Yeah, I think so. Dawn, go get her some." Max heard footsteps fade away and saw a blurry outline of Dawn leaving.

"W-what...happened...?" Max rasped.

"You mean...You don't remember?" Faith asked.

A flash of Spike crashing through a wall appeared in Max's mind. It was quickly followed by more flashes, one after the other, of Illyria, her and Illyria killing innocent people, being hit by Willow's magic, creating her own blue wall of energy that sent everyone flying, killing Harmony, beating up Spike, Faith, Jondy, Krit, and the rest, and finally of Alec pointing a gun at her, taunting her by using the memory of three of her siblings.

Max made a whimpering noise, shut her eyes, and began to squirm in her bed. Her first instinct was to tell herself it was just a dream, but she already knew the truth.

"Okay, I think she remembers," Krit stated. Tears began to fall through Max's closed eyes. She tightened her grip on Alec and Spike's hands before more flashes of herself hurting them entered her mind. She wrenched her hands away and covered her face.

"Max...?" Spike's voice was soft and Max felt like someone had just struck a hot poker in her heart.

_How can he be so concerned about me after what I did to him? Oh God..._

Max curled into a ball, taking the searing pain it sent throughout her body, knowing she deserved it. She kept her hands in front of her face as sobs racked her body.

"Maxie..." Alec sounded just as desperate as Spike.

"Um...water?" Dawn had reentered the room. "What's going on?" No one answered her. "Max?" Her voice sounded small. Max saw another flash of her throwing Dawn across the room. Her sobs intensified.

"Luv..." she felt Spike gently place his hand on her back. She flinched away and was glad she didn't have to see the hurt that had probably shown on his face. "Max, it's o..."

"D-Don't say it's okay...W-what I did to y-you...a-all of you...I...I can't...Please, just...go...please..." Max begged.

"Max, please...what happened, it wasn't..."

"Don't say it w-wasn't my fault either...I-I know it was..." Max felt Alec's hand on her head and she eased away from its warmth. "Please...go..."

She waited for all their footsteps to fade away and then broke out into fresh sobs. She cried herself into fitful sleep.

* * *

Alec sat downon a sofa with a loud thump. Faith was in the spot next to him and wrapped her arms around him. He gratefully accepted the gesture but it did little to comfort him. An annoying little voice kept nagging at him.

"It's not your fault either," Jondy said as she took a seat across fromhim and Faith. Alec looked up at her in surprise. Jondy rolled her eyes. "Please. Your face in that room told it all." She turned to Faith. "Am I right?" Faith nodded.

"It was pretty obvious, Alec. You did what you had to do. And in the end..."

"It's not the end yet," Alec interrupted. "We all know Max isn't evil anymore, but you all saw her..." He took a deep breath and glanced over at Spike, who seemed intent on staring out the window. "I think I broke her."

"Don't be a dumbass," Faith snapped. "Those things you said back there...they may have been hurtful at the time, but it got Max riled up and then you were able to gain the upper hand. Without you Spike wouldn't have had a chance to fire that weapon without getting his ass whooped again. So stop brooding. We have Angel for that." Alec opened his mouth to argue more when Faith whacked him upside the head. "Don't even think about it."

Alec smiled wryly at her as he rubbed his head. Thinking they had him convinced, the others fell silent. But the nagging voice in Alec's head hadn't gone away.

_There had to have been another way to weaken her without bringing up Ben, Zack, and Eva. But from Max's reaction after remembering what she had done, I'm guessing she thinks she deserved it. _Alec dropped his head into his heads. _How are we supposed to know what else she's thinking if she won't talk to us? Only one way to find out..._

Alec gently detached himself from Faith and stood up, ignoring her questioning look. He gave her what he hoped was a reassuring smile before walking down the hallway. He didn't notice Spike had followed him until he was standing by the doorway to Max's room.

"I know what you're thinking. And I want to know just as much as you do," Spike said before Alec could even ask him. Knowing it would be pointless to argue, Alec opened the door and gestured for Spike to go in first before following after him.

That was the plan at least but Spike stopped dead in his tracks and Alec crashed into him.

"What're you..." Alec trailed off as he saw what Spike already had.

An empty bed.

**A/N-And voila! Max is good again! But not totally herself, as you probably noticed. Thanks for all the opinions on who should be the one to weaken Max. The results are obviously in the chapter...hehe. Review please! **

**mel11-Thanks ;o) Those two seemed to make the most sense to me as well, which is why they had the key parts. **

**Angel Of Darkness231-Thanks ;o) I'm glad you're back. And as you can tell, Alec won the mini poll question. Hehe. **

**Delauro-Thanks ;o) Spike and Alec were definitely the most popular choices...**

**meri24-Thanks ;o) Faith and Buffy weren't key in making Max weaker but they did help a little, so I hope it was enough for you :o)**

**LadyV77-Thanks ;o) Lindsey was a favorite of mine too. **

**CharmingAngel-Thanks ;o) As you can tell, your choice was the popular one.**

**Cora-Thanks ;o) I liked writing that probably because I like Spike's curly hair...hehe. **


	17. Chapter Sixteen

Chapter Sixteen

Max wrapped the coat tighter around her body. She had gone nearly two years without stealing anything. But she felt she needed it. The weather was slightly colder than usual when she had snuck out of Wolfram & Hart. She had still been wearing her hospital gown and knew that mixed with her limp, dull hair it just screamed Mental Institution. Luckily she had passed a street vendor selling clothes. Not having any money, Max had simply stolen a pair of pants and a coat. It wasn't until she got to a deserted alley when she pulled the pants on that she realized they were too small for her. They were cut off at mid-calf but she didn't care. The slightest bit of warmth was welcome, even if she felt she didn't deserve it.

Max had been berating herself ever since she had woken up and remembered what she had done in the past several days. She despised herself for it. And she couldn't understand why the others wanted to help her. But they seemed to do that a lot. At least, Buffy and her friends did. Max couldn't recall the last time her family had decided to help someone after they went on a killing rampage. The only relative example she could think of was Ben. But she hadn't helped him at all. Alec was right. She killed him because she didn't think she could carry him to safety. But Ben had asked her to do it...

_That doesn't mean you should have._

Max drew in a shaky breath and quickly wiped her eyes. Her face was already tear stained enough. And she was tired of crying anyways. One more drop and she figured she'd need an IV to replenish all her lost fluids.

Lost deep in thought, Max wasn't really paying attention to where she was going and she crashed into someone. While she managed to regain her balance and stay on her feet, the other person wasn't as lucky.

"I-I'm sorry..." Max mumbled as she felt her cheeks redden with all the passers-by staring at them. She quickly bent down and helped the man up.

"Well you should be. Watch where you're..." the man's voice trailed off and Max uncertainly looked up at him. She didn't recognize him but he seemed to be staring at her with a weird expression on his face. Feeling creeped out, Max quickly mumbled another apology and tried to step around him. She suddenly felt a hand grab onto her arm and her body tensed up.

"I'm sorry, but I was just wondering what a woman like you was doing out on the streets dressed like that. Are you in trouble?" the man's voice dripped with faux-sincerity and Max inwardly cringed. On the outside she let her Manticore-mask fall into place.

"I'm fine," she said in as polite a voice she could muster. But the man didn't let go of her arm.

"Are you sure? I work with troubled young adults and I may be of some help." Max gave a small tug of her arm, testing his strength, and was annoyed when his grip swiftly tightened. Not wanting to cause an even bigger scene, she tried to continue being polite.

"Seriously, I'm fine," but she couldn't help adding snappishly, "Now would you mind giving me my arm back?" The man's eyes narrowed.

"I was just trying to help," he replied.

"I didn't ask for it."

"Maybe you need it." Something inside Max snapped and she suddenly grabbed the hand that the man had on her arm and bent it backwards. The man gave a yelp of pain and dropped to his knees.

"I didn't ask for help and I don't need it, okay? Try and touch me again and I'll break more than just your fingers," Max hissed. The man's brow furrowed despite his pain.

"But you haven't broken any of my fingers," he replied dazedly. Without thinking, Max bent one of his fingers impossibly backward. Instead of a yelp the man let out a high-pitched scream. Realizing what she did, Max let go of his hand and pulled him back onto his feet. Seeing a woman that was only a few feet away, Max quickly shoved the man towards her. She stared at Max in horrified astonishment.

"He needs a doctor," she said quickly before hurriedly walking away.

* * *

"Spike, it's daylight," Alec reminded him. Tongue in cheek, Spike glared at him.

"Your point?" Alec rolled his eyes.

"You won't be much help getting your girlfriend back if you're a big pile of dust," he retorted. Spike laughed humorlessly.

"Right. Like I'm going to let you go off on your own and play the strapping hero. Yeah, no thanks," he growled and spun on his heel, heading towards the lobby. Alec stared at him in confusion for a beat before quickly following.

"I don't know what that little statement meant, but I'll ignore it if you at least wait until dusk to join us searching. It's only a couple hours away. You can wait til then, right?" Spike hesitated but then fixed Alec with narrowed eyes.

"By 'us' you mean..."

"Me, Faith, and probably Jondy and Krit," he replied. "But we'll be split up to find her faster. If we don't find her by sundown then you can bring out your own little search party, alright?" Spike nodded curtly and headed in the opposite direction. Alec took a deep breath and continued down to the lobby.

When he reached it, Faith, Jondy, and Krit were already waiting. Each had a grim expression on their face. Alec realized he probably had one on too.

"Where we heading first?" Faith asked. Alec shrugged.

"We leave Wolfram & Hart and see where our noses take us." Faith's expression turned to a slightly weirded out one, but Alec pretended to ignore it. "Faith, you're with me. Jondy and Krit, you're on your own." They nodded their consent. "Let's get moving then."

* * *

Buffy paced back and forth across Angel's office, biting her fingernails. To the casual observer it would seem that she was simply worried about something. But to Angel, who was silently watching her, he knew she was doing a silent rant. About what, he wasn't sure but was positive he didn't have to wait long before he find out.

She began to mumble something out loud and Angel managed to catch a few words.

"Jumped in without thinking...hardly said anything...eviscerated...Max seems broken...disappeared..." Angel's brow furrowed.

"Are you talking about Wesley?" he asked. Buffy seemed to jump as she shot him a look, as if just realizing he was there. He just raised his eyebrows as he waited for her answer.

"He jumped into that portal thingy after Illyria and when he came out he only said her army of doom was destroyed. So no hell on earth this week. We don't know where he is now. What if he went after Illyria by himself? He can't take her on by himself...she doesn't have god powers like Max did but she's still pretty tough, right? Of course. I fought her, too. I know. What if she eviscerates him or something?" She frowned mid-sentence as she said this. "Never mind about that. That doesn't seem like Illyria's style, right? But I guess you never know. But what about Max? Going evil and killing a bunch of people weighs heavy on the conscious doesn't it? You should know...And now she's gone and disappeared. Leaving Alec to feel responsible after what he said to her and Spike to simply worry. You know how he does that. Or maybe you don't since you've never really liked him...But he does. Worry, I mean. Among other things..." Angel averted his gaze at these words but Buffy didn't seem to notice as she continued her rant. "But poor Max. I don't know what we're going to do...Maybe you can try that 'Darkness' speech or whatever you used on Faith that one time. Remember? Do you think it'll work? I don't want Max to feel guilty. Feeling guilty is never good..." Angel sighed and got up from his seat to walk over to Buffy. "I don't have a lot of experience with guilt that comes after killing humans, but I know the other kind. But I don't think that's enough. Do you? Probably not...I don't even know what I was thinking of...I can't help her can I?"

Wordlessly, Angel gathered her into his arms and rested his cheek on top of her head. As soon as she felt his body against hers, Buffy seemed to realize just how tense she had become and quickly slipped her arms beneath his and placed her hands on his back, closing her eyes and willing the stress to melt away.

After a few minutes of standing like this, Buffy couldn't help the contented sigh that escaped her lips. She barely noticed it but it caused Angel to swallow. He closed his eyes and inadvertently breathed in her scent. A wave of memories hit him. He smiled slightly at some of them but when a specific one reappeared, his smile turned sad and he opened his eyes.

_Angel? This is the first time I've ever really felt this way. Just like I've always wanted to. Like a normal girl, falling asleep in the arms of her normal boyfriend. It's perfect._

Buffy had leaned impossibly closer during their embrace and Angel wanted nothing more than to continue holding her. But certain thoughts kept nagging at him. He pulled away slightly to look intoher eyes, where something that resembled disappoint flashed for a brief moment before disappearing.

"Buffy, I..." he began but the sudden arrival of Wesleystopped himand he and Buffy quickly let go of each other. Angel tried not to think about the lack of warmth he felt as soon as her body had moved away from his and concentrated on Wes.

"I hope I didn't interrupt anything," Wesley stated softly. Angel and Buffy exchanged a brief glance and quickly shook their heads. "Well, I just wanted to check in. I know I left without notice but I needed time to think."

"It's alright, Wes," Angel replied reassuringly. The corners of Wesley's mouth twitched, but no smile came.

"I...I packed up Fred's things," he continued. Buffy and Angel sent him empathetic looks and he blinked a few times, trying not to let his emotions show. "Illyria was there." Their empathetic looks turned to ones of worry and confusion. "She wants to change. The destruction of her world seemed to put things in perspective for her...so to speak. She wants my help." He waited for them to try and convince him not to, but they only waited for him to continue. "I agreed."

A beat of silence passed before Angel said, "Good. Let me know if you need extra help with her."

* * *

Krit ran a hand across a brick wall absentmindedly as he and Jondy continued searching for Max. They had found a vender selling clothes and Max's scent seemed to linger there, but the vender wasn't much help in telling them anything. He kept ranting about some missing articles of clothing. Their description of Max didn't ring a bell for him but Krit figured the reason for the missing clothes was probably her. She had only a hospital gown to wear, after all. If it was him, he'd take the first clothes he could find, too.

"What're we supposed to do when we find her?" Jondy's voice startled him out of his reverie. "I mean, do we follow her, knock her unconscious, try to talk to her, what?"

"I think we'll go with door number three," Krit replied. "I don't think knocking her unconscious will do us any good..." Jondy rolled her eyes.

"Then what're we supposed to say to her? You saw how she was back at Wolfram & Hart. Freaked. And completely full with guilt. If we had stayed longer at Manticore, we'd probably understand more about what it means to kill humans." Her breath caught and Krit purposefully avoided her gaze. "There's a sentence I'd never thought I'd say..."

"If you're so uncomfortable about it, maybe we'll get lucky and Alec and Faith will be the ones to find her. They know what it's like more than we do," Krit replied. Jondy ran a hand through her hair in frustration.

"That's not what I meant. I'm not uncomfortable talking about it, but I'm just not sure Max will take us seriously when we try to pep talk her off a 60 story building or something."

"It's still Max," Krit said softly. "We don't have to try and reach her through the whole murder thing. There are other ways to make her realize we still love and want to help her."

"What are they?" Krit sighed and looked away, his careful eyesroaming aroundeverything in sight, as if it might give him an answer. Not getting one, another heavy sigh left his lips.

"I guess I don't know yet."

* * *

_He's really worried about her_, Faith thought curiously as she watched Alec. His face was completely blank except for his eyes, which were calculating everything in sight with greater intensity than Faith thought was possible. _He still feels responsible..._

Believing that she was only there for company, Faith let out a heavy sigh and let her attention drift elsewhere. She couldn't really track Max as well as Alec anyways. She didn't have her scent locked into her nose, brain, or whatever. The realization that Alec _did_ have it locked away sent a small pang to Faith's heart.

She'd only known Alec for about a year, and throughout that time she had noticed along with everyone else on the planet that he and Max were very close. Like brother and sister close. But the fact that they weren't actually blood related meant that every once in a while, people could see an exchange between the two of them that bordered on the edge of something much more deep than a simple sibling relationship. A different kind of love. One that made Faith on edge, whether she wanted to be or not.

She trusted Alec as much as she'd ever been able to trust anyone, if not more. But even the most stable person would feel uneasy when their boyfriend was as close to someone like Max, who's known him longer, knows and understands exactly what he's been through, and is just plain beautiful.

Faith probably wouldn't have given itsuch scrutinizing thought if it weren't for that comment Max made at the Bank a few nights ago.

'_There's always time for maiming former friends.' She glanced briefly between Spike and Alec and smiled coyly. 'And lovers.'_

Neither Spike nor Alec had mentioned the comment since then. But Alec was almost an expert at hiding his true emotions thanks to about twenty-two years of Manticore. Spike on the other hand was much more open. And Faith could tell the comment both hurt and confused him. If his facial expression hadn't been enough, his attitude towards Alec sure confirmed it. Chances are, he's probably been noticing the same things that she has. Faith hoped beyond hope that they were just being paranoid and their respective partners loved only them, but if they weren't, at least they'd be able to go through the pain together.

Not taking nearly as much comfort in this realization than she would have liked, Faith tried to think of something else or just find something to focus her attention on. She didn't have to wait long for that something to appear.

An ambulance roared down the street in the direction Faith and Alec were walking. The siren seemed to be a bit too loud for Alec's senses, but he soon got over it as he and Faith exchanged a look. Then they swiftly changed their cautious pace into full out sprinting after the ambulance.

But when they caught up with it, disappointment showed on both of their faces. The ambulance was just there to pick up some guy whining about his broken fingers. The EMTs seemed to be less than happy about having to drive all the way over there just for a simple injury. But the whining man seemed adamant.

"You don't understand!" he was yelling. "Some psycho woman did this to me! She could've given me a disease or something!" One of EMTs rolled his eyes.

"I sincerely doubt that, sir. If you'll excuse us, we probably have more fatally injured people somewhere in LA to help," he said before turning to the woman standing next to the man and added, "When it's this kind of minor injury, we'd appreciate it if you would just simply drive your boyfriend to the hospital instead of calling an ambulance."

The woman looked chagrined and couldn't help retorting, "He's not my boyfriend, I've never seen him before today. And the woman that did this to him might have actuallyhad a disease or something. She bent that finger back as if it were nothing more than a twig." The EMT looked bored.

"That's a matter for someone like the police, ma'am. Now either leave this man on his own or drive him to the hospital," he said before joining the other EMT in the ambulance. Before either the woman or man could protest, they drove away.

Both Alec and Faith had watched this exchange with slightly amused expressions on their faces, but once the ambulance left, Alec suddenly walked over to the injured man. Faith stared at him sadly for a millisecond before quickly following him.

"Excuse me, I couldn't help overhearing...Did you say a woman did that to you?" Alec asked, pointing to the man's finger, which was set at an impossible angle. The man nodded angrily.

"Crazy little bitch," he muttered. "I was only offering my help and she goes and snaps my finger practically in half." A muscle twitched in Alec's jaw and Faith readied herself for restraining him if need be.

"Could you describe her?" Alec questioned. The man stared at him through red-rimmed eyes that showed quite clearly how much pain he was in. But Alec seemed to be ignoring it, intent on finding out if the woman was Max.

"Small little witch. Dark, long hair in need of a wash. Looked like she belonged in a Mental Institution with that hospital gown..." the man seemed about to add more when Alec suddenly cut him off.

"Did you see what direction she went?" The man angrily mumbled something under his breath. Faith couldn't hear him but whatever he said made Alec's hazel eyes flash venomously. "Thanks for your help," he bit out sarcastically before walking stiffly around him and continued down the street. Faith shot the man a pissed off look. The man's eyes widened and he pointed a shaky, non-broken finger at her.

"Th-That's the same look that freak gave me. Right before she snapped my..." he began. Faith rolled her eyes.

"Shut up about your stupid finger!" she snapped. "Stop being such a baby about it and get it fixed already. The reason those EMTs didn't give a damn is because there are so much worse things that 'freak' could have done to you. If you don't quit your whining, you might get a little preview. Interested?" The man quickly shook his head. Faith let out a short, humorless laugh. "Figures." She lashed out with a hard right hook, knocking the man out cold. She reached down and picked him back up by the lapels and then shoved him at the woman.

"Get him to the hospital already," she growled before following after Alec.

* * *

Spike paced back and forth across the lobby. His agitation was coming off him in waves and all those that had to pass him to get to their own destination did so by giving him a wide berth. Those that got too close to him received a low growl in return.

Dawn watched him from the balcony. It didn't take a genius to figure out his agitation was a product of his worry for Max and wanting to go help look for her. But the daylight prevented him from doing so.

For a brief moment, Dawn and Spike's eyes locked and she witnessed the emotional turmoil that was going on inside him and she realized there was more than just worry for Max in there. But no matter how hard she racked her brain for whatever else it was, she couldn't figure it out. Curiosity getting the better of her, Dawn cautiously descended the stairs.

She folded her arms across her chest as she stood in Spike's pacing space and waited for him to notice her. He nearly crashed into her and gave a frustrated sigh.

"What're you doing, niblet?"

"Trying to figure out why you're burning a hole in the carpet," Dawn replied calmly. Spike shot her a look and turned away to resume his pacing.

"You know why," he growled. "The soddin' sun won't go back to the other side of the world where it belongs." Dawn raised an eyebrow at him and he gave a dismissive wave of his hand in reply.

"The sun is needed here just as much as the other side." Spike rolled his eyes and pointed to his chest.

"Vampire here. Not my fault I got as much love for the sun as you humans do for creatures with more than four legs." Dawn scrunched her nose in disgust and then gave a slight shake of her head.

"Well, the sun'll be down in..." she tried to get a look outside a window at the sun's setting progress but Spike interrupted.

"13 minutes and 28 seconds." Dawn stared at him in bewilderment before realization hit her.

"Right. Vampire. Knowing when the sun is gonna set is another little gift of yours." Spike just nodded. "Then you know that in a little bit you can go help look for Max and stop worrying." Spike stopped his pacing abruptly.

"Worrying about what?" he asked, his voice hinting at something Dawn couldn't quite understand. Brow furrowed, she shrugged.

"That something might happen to Max before you can get to her and help her deal with what she's going through." Spike seemed to visibly relax and actually sigh in relief.

"Oh. That. Yeah, that's what's so...worrisome," he stated lightly as he resumed his pacing.

"What else would it be?" Dawn asked, more confused than ever. A few minutes of silence passed and she knew Spike wasn't going to answer her. She opened her mouth to try and get him to talk another way when Spike suddenly changed his direction of pacing and walked purposefully towards the elevator.

"Time to go," he called over his shoulder to her before he stepped inside the elevator.

Dawn stumbled over something to say and then settled for 'Good Luck!' before the doors closed and Spike disappeared.

* * *

Max's scent had become stronger a few blocks away from the man she had injured. Alec had picked up his speed, determined to find her sooner rather than later. The sun had set several minutes ago, but the moon was still bright enough to lead him. Even though his enhanced eyesight would've have been just as helpful.

Alec didn't quite get why Faith was being so silent. She usually had at least a few things to say. She was even more tense after she had decked that guy though. Like getting a fight started just riled her up, but she had nothing else to vent on. He hoped she wasn't planning on using Max for that purpose.

A loud crash made Alec's attention snap over to the ally across the street. At first glance all he saw were shadows, but after a few seconds, he could make out a figure. If it was Max, Alec didn't want to scare her off, so he turned to Faith to motion for her to follow him silently, but she was gone.

Alarmed, Alec did a quick 360 degree spin looking for her. But all he saw was the same figure. For a split second, he felt torn between checking it out and trying to locate where Faith had gone, but then the figure suddenly came out of the shadows and Alec could clearly see Max's features. He sighed with relief and then swiftly blurred in front of her.

Max gave a yip of surprise and glared at him. Alec gave her a small smile.

"Hey Maxie. Whatcha been up to?" he tried to be casual once he noticed Max slowly backing away.

"What do you want Alec?" she asked coldly. Alec's smile faded.

"I want you to come back so we can help you deal with what you're going through," he answered truthfully. Max laughed bitterly.

"Think you can turn back time?" Off Alec's quizzical look she added, "Cuz I don't think there's any other way for me or anyone else to completely get over it." Alec stared at her for a moment, making Max fidget uncomfortably.

"You're really just giving up." It was a statement, not a question. "You're not even gonna try and work though it."

"What's the point? I can't take back what I did. I can't go to the families I destroyed and say 'Gee, sorry I maimed and tortured a bunch of people you loved'. And I can't...can't..." She looked up at Alec with vulnerable confusion on her face. "How am I supposed to make it all better?"

"What else would you do?" Alec countered. "You can't just hide in alleys or motels or whatever feeling sorry for yourself because some sarcophagus thing made you..."

"But that's just it!" Max interrupted heatedly. "How are we supposed to know that that sarcophagus thing _made_ me do those things? What if all it did was give me extra powers and then I just gave in to being evil? How are we supposed to know that without those powers I couldn't ever be evil?"

"Are you evil now?" Max stared at him incredulously.

"What?"

"Are you evil now?" Alec repeated calmly.

"Of course not," Max replied quickly but then she looked away uneasily. "I mean...I don't know..." Alec gave her a reassuring smile.

"Your first response was right. You're not evil Maxie. Sooner you accept that, sooner you can start dealing." He reached out totouch her cheek but she flinched away. Alec tried to disguise the hurt that he knew was shown on his face, but then he realized something else. "You hate me for what I said to you at the Bank."

"No..." Max replied softly, avoiding his gaze. Alec sighed, unconvinced as he leaned against a building.

"No more lying, Max," he said in the same soft tone. "I know you too well to know when you're lying and when you're telling the truth. So just save us both the trouble and fess up." Max sighed and leaned next to him on the wall, but kept at least a foot between them.

"What you said...it's true." Alec winced but Max ignored him. "I could've done more to save Zack, Ben, Eva. And Brin, even though you didn't mention her."

"Knew I forgot someone," Alec joked meekly. He wasn't expecting Max to accept the joke, so he was surprised when a small smile appeared on her face.

"But...it hurt," she continued. "Which I deserved." Alec sighed heavily.

"Maxie..."

"No. I did. I do." She was about to add more when Alec suddenly left her side and stood in front of her, hands firmly set on her shoulders with his eyes boring into hers.

"What you did while you were all Blue Warrior or whatever..._that wasn't you_," he said emphatically. "Part of you was still in there, which I already knew and that's why I said what I did. But it wasn't enough for you to have full rein over your actions andthe mere fact that you feel so damn ashamed about it proves that you would _never _have done any of those things on your own. Get it through that thick skull of yours and you'll have a chance at being happy again."

"What about you?" Max asked, her eyes beginning to well up. Alec's brow furrowed in confusion.

"What about me?"

"How are you supposed to be happy again? How is Spike? Faith? Buffy? Angel?" Finally getting what she was saying, Alec cut her off before she could list the others she had hurt.

"We all understand what happened. You don't have to worry about that. I think most of us are even thankful for you getting rid of Harmony." Max smiled through her tears. But then Alec sighed and her smile began to waver. "But you're going to have to have a talk with Spike. That much I know for sure. He was worried about you of course, but I think there's more to it." Max nodded her agreement, a determined look on her face.

"I owe him so much..." she mumbled, seemingly forgetting Alec could hear her. He smiled.

"Am I allowed to hug you now?" he joked. Expecting Max to flinch away, he was again surprised when she practically knocked him over in her rush to embrace him. He laughed softly and rested his cheek on top of her hair.

Neither of them noticed Spike and Faith approach until Spike spoke, "Guess you managed to find her already." His tone was ice cold, causing Max and Alec to quickly let go of each other.

Looking into Spike's blue eyes that were usually so vibrant but at the moment seemed so completely dead, Max knew the image would be bored into her mind forever and she silently vowed to do everything she could to bring him back.

**A/N-Little melodramatic at the end but what're you gonna do? This chapter was kinda just full of emotional stuff but you can look forward to more action soon. In case you were wondering, more of Gunn, Wesley, and Illyria will be in the next chapter. Review please!**

**meri24-Lol. Thanks ;o) This chapter is much more calm than the last one, but I'll try to live up to it in some of the coming chapters because there will definitely be plenty more big fight scenes...hehe.**

**LadyV77-Thanks ;o) I always worry about writing action scenes though since I have to make sure I don't use the same moves too often. 'Illyria's army is no more' will be dealt with more in the next chapter since I wanted to focus on other things for this one.**

**Delauro-Thanks ;o) I'll try to update sooner. My muse seemed to just run away from me for a little bit...**

**rabid squirrel-Thanks ;o) Love the name BTW.**

**Cora-Thanks ;o) Yep, more of Wesley and Illyria will be in the next chapter. **

**CharmingAngel-Lol. Thanks ;o) Sorry, I haven't got any sleeping advice :o)**


	18. Chapter Seventeen

Chapter Seventeen

It had been exactly three and a half hours since Wesley had spoken. Judging by the excessive amount of that dreadful smelling liquid, Illyria figured it had probably only taken him a few minutes to fall into an unconscious state. As little as she liked listening to the bold speech of humans, especially when it is used to try and insult her, she much preferred it to the peculiar noise Wesley was making with his nose.

For some reason, it disturbed her. And she did not like standing in the some spot for so long a time. She had gotten used to it while she was confined in her coffin, but once she was capable of walking in the world again, she disliked having that taken away from her. She disliked _anything _being taken from her.

Thinking about her destroyed temple caused Illyria to flinch and clench her fists. She glared at the back of Wesley's head, as if it were his fault. He was supposed to help her adjust to this world and all he did was drink that poison and grieve for a single life. The life that had inhabited this shell that she wore.

Winifred Burkle. Wesley had made it clear that having or giving names is important, at least to him. Just one of the many things about this place that Illyria did not quite understand.

Wesley suddenly gasped and seemed to become conscious again.

"You have been motionless in that chair for a long time," Illyria stated coldly.

"Dozed off. I was dreaming," Wesley replied in the same tone. Not liking being talked to that way, Illyria raised her chin a fraction of an inch even though Wesley couldn't see her.

"Do all humans make that snorting noise with their noses when they are dreaming?" Wesley grunted in response and rubbed his forehead, pained. "You sounded like a wounded pig at some moments."

"As much as I love these little chats of ours, what exactly are you still doing here?" Wesley snapped. Illyria cocked her head to the side, studying him.

"You agreed to help me, if I do not kill your kind. I have not betrayed that agreement but you seem to have forgotten it."

"I haven't forgotten," Wesley replied, sighing heavily. "But I already told you I'm not the most qualified person to be teaching you the ways of this world."

"Yet you still agreed. Because I look like her."

"True," Wesley's voice was barely above a whisper. "But I'm sure it won't matter what I show you. This world will continue to be a disappointment to you, won't it?" Illyria gave a slight nod of her head.

"Perhaps."

"I'm not that impressed with it either." Wesley took another swig of whiskey.

A beat of silence passed before Illyria asked, "Then why don't you leave?"

* * *

Faith and Alec sat across from each other in silence. They wanted to give Max and Spike some privacy and so were waiting down in the hotel lobby. Both seemed to be deep in thought until Alec broke the silence.

"So where'd you go?" he asked. Faith almost jumped but succeeded in hiding her surprise.

"What do you mean?"

"When we were looking for Max, you disappeared." Faith averted her gaze.

"So you noticed that after all..." she muttered. Alec stared at her with his brow furrowed in confusion.

"What?"

"Nothing. I just saw something in the alley across the street. I couldn't tell if it was Max and I didn't want to bother you if it wasn't." Alec continued to stare at her incredulously but Faith ignored him. "I didn't want to just sneak up on the person so I knocked over a trashcan and waited for them to come out."

"That was you?" Faith just nodded. "Well it worked." Faith gave him a very fake smile.

"Obviously."

"Are you alright?"

"Me? I'm five by five. Not even an impending apocalypse could dampen this dandy, free-loving attitude of mine." Alec raised both of his eyebrows. Faith rolled her eyes as she got up from her seat and began pacing. Confused and concerned at the same time, Alec stood up and reached out to hold her hand.

"Hey..." he began but stopped when Faith flinched away from him. He let out a short chuckle of disbelief. "I just went through something eerily identical to this with Max. Except I knew what was bothering her..."

"Of course you did," Faith snapped.

"I don't...What's going on?" Alec asked, his confusion intensifying.

"Oh, that's right. I have to _explain_ everything about how I'm feeling to you. But when it comes to Max, you can guess her inner-most thoughts at the drop of a hat."

"I know this much: You're obviously pissed at me for something and that something has to do with Max." Off Faith's look Alec added, "See? I'm not completely incompetent."

"I wouldn't be too sure of that," Faith retorted.

"Are we gonna play Twenty Questions til I figure it out alone or are you gonna cut me some slack?" Alec asked, his temper rising. Faith let out a bark of derisive laughter.

"You think I owe you anything after the way you've been acting?"

"I was worried about Max!"

"Believe me, I got the memo. And the free live show. Being worried about Max is one thing, but you were bordering on obsessive."

"You think any time someone worries about a person they care a whole hell of a lot about automatically means they're obsessed with them?" Alec asked incredulously.

"There!" Faith cried out, pointing an accusing finger at him. "Key words: care a whole hell of lot! Max is _all _you think about! You 'care' more about her than anyone!"

"What's wrong with you? Why are you jealous of Max?" Faith made a frustrated noise and threw her hands up.

"You don't get it," she said simply. "That's...that's fine. You're completely dense and can't see what's going on right in front of you. Just forget it. I don't care anymore." She turned around and started walking away. Alec got a sinking feeling and called out to her, but she didn't stop.

* * *

Max stood opposite of Spike with her hands clasped behind her, eyes fixed on the floor, trying to come up with something to say. Spike just watched her with his arms folded across his chest. His eyes were still empty and Max couldn't bring herself to look at them. Yet.

"Are we going to actually speak in this conversation or what?" Spike suddenly asked coldly. Knowing it was now or never, Max took a deep breath and locked her eyes onto his. A flicker of something appeared for a brief second before disappearing again. It was so faint Max wasn't sure if she had actually seen it.

"I'm sorry," she said. Spike's mouth twisted into a sardonic smirk.

"For what? Not talking for three minutes?"

"For everything," Max replied. His smirk faltered slightly, but he didn't respond. "I'm sorry I let myself get breathed on by Illyria. I'm sorry I turned evil. I'm sorry I beat you up. I'm sorry I almost unleashed hell on Earth. I'm sorry I didn't try talking to you about what I was going through. I'm sorry I left. I'm just...sorry..." Throughout this Spike's smirk had left his face completely and was staring at Max with an unreadable expression.

"I know I hurt you," Max continued, not sure if she actually wanted him to respond yet. "Even before the whole thing with Illyria. I distanced myself from you. And even _I'm _not sure why. Which actually isn't that big of a surprise considering my history with men..."

"Is Alec one of 'em?" Spike asked abruptly. Max's brow furrowed in confusion.

"Is Alec one of what?" Spike rolled his eyes and scoffed.

"Don't play that reaction. You know what I meant."

"Obviously I don't because I wouldn't try to lie to you after everything I've already done."

"What about what you said a few nights ago? About Alec and me. Was that you lying?"

"About Alec and...?" Max trailed off as she realized what he meant and closed her eyes, wincing. "That was me lying. Alec and I were never together and never will be."

"Really? Cuz to the casual observer it would seem you've got enough chemistry to become your own bloody science experiments." Max's jaw tightened.

"Well then that casual observer should get their so-called 'enhanced' eyesight checked because what Alec and I have will never build up to the kind of relationship I want with you." This statement seemed to catch Spike off guard and rendered him temporarily speechless. "And I _don't _want it to. Neither does Alec. We love and care about each other like all close friends do. But that's as far as it goes. Okay?"

A few beats of silence passed before Spike finally replied, "Okay." He didn't say anything else and Max felt the need to explain more.

"I really do love you. And I know what we have is too good to give up. But from my recent actions, I understand if you need some time to think." She waited for Spike to show if he did before continuing. When he finally nodded his head, Max sighed heavily. "Then let me just say again how sorry I am. And if it helps, know that I will do everything I can to make it up to you." Spike nodded again and averted his gaze.

Taking this as her cue to leave, Max stepped towards the door. Her hand was touching the knob when she sighed again and turned back to face Spike.

"One more thing..." Shecrossed the distance between them in the blink of an eye and gently placed both hands on either side of his face. She stood on tip toe andcovered his lips with hers.

It was a simple, sweet kiss that only lasted for a few seconds, but when Max pulled away, Spike's blue eyes had already regained some of their sparkle.

Before he could say anything, Max gave him a small smile and left.

* * *

When Max reached the lobby of the hotel, she saw Alec sitting in a chair with his head in his hands. Concern suddenly replacing her relief at how well her conversation had gone with Spike, she walked towards him. He looked up before she had gotten with a few yards from him. The desperate look in his eyes disturbed her.

"Alec, what's wrong?" she asked as she sat down next to him.

"I don't...Faith...She...She thinks...You and me..." he couldn't form a complete sentence and finally gave up, dropping his head back into his hands. If Max hadn't just had a similar talk with Spike, she probably wouldn't have had any idea what he was trying to say.

"She thinks you love me more than her?" Max guessed accurately. Alec looked at her in surprise.

"Yeah, that's what she said." Max nodded. "How did you know?"

"Kinda had a situation like it with Spike." Alec groaned. "But I was able to explain it in a way to make him understand we're just friends."

"How did you explain it?" Before she could stop herself, a giggle of disbelief escaped Max's lips. Alec's eyes darkened. "Why are you laughing? This whole thing is far from funny."

"Sorry," Max apologized, trying to control her laughter. "But that desperate look thing you're doing just got a little comical." She took a deep breath when Alec's frustrated look didn't go away. "Alright I'm done. How can you not know how to explain to Faith that you care more about her? What did you say?" Alec winced. "You insulted her didn't you?"

"In a way...not right out, but I don't think it was much of a difference..."

"Well, you never were a very smooth talker with women," Max teased sarcastically. Off Alec's horrified look she added, "Oh please, you know I'm kidding. The whole thing just caught you off guard. Even though apparently they've been thinking about this for a while...we're just a little dense sometimes." Alec nodded numbly. "No worries. Just suck up to her for as long as it takes and then you should be able to convince her. Easy as pie." She gave him a wide grin and an affectionate slap on the back. "Now come on, time to get back to Wolfram & Hart. I figure I got a lot of stuff to pay off. If I remember correctly, I basically demolished the science lab, among other things. Hey, has Angel found a new secretary yet?"

* * *

"You sure you know what you're doing?"

Jondy rolled her eyes.

"Please. I've done plenty of crap like this. And I can always use the extra money," she assured Angel. He eyed her warily but nodded. "You do realize you will not be capable of bossing me around and I will of course be involved in everything?" Angel just stared at her. "Good. Want some blood before I get to work?" He nodded and Jondy gave him a bright smile. "Be back in a jiffy, 'Boss'." A split second later, she was gone.

"Smarter and quicker than Harmony...that's a plus," Angel muttered before walking into the conference room.

He had just sat down at the table when Jondy blurred in, carrying his drink. She set it down in front of him without a word.

"Thanks." She just nodded and left, passing Buffy, Spike, Gunn, Krit, Willow, Kennedy, Max, and Alec as they walked in. She gave Krit a quick kiss on the cheek before continuing to her desk.

As the others settled in, Angel quickly noticed the absence of Wesley, Lorne, and Faith. He knew Wes was probably with Illyria, and Lorne was still MIA, but he didn't know where Faith was and asked the others aloud. He watched Alec shift uncomfortably and automatically knew it was a relationship thing.

"Well, when someone sees her later, just tell her what we talked about. It's very important."

"What did we talk about?" Spike asked. Angel rolled his eyes.

"I'm getting to it. First of all...Max?" Max's head shot up at the mention of her name and she eyed him uncomfortably.

"Yeah?"Angel gave her asmall smile.

"The whole thing with Illyria was complicated, I know. But I also know you're dealing with it, and we're prepared to help in any way we can. Right?" The others quickly voiced their agreement. Max seemed to blush a little but she maintained eye contact with everyone.

"Thanks," she replied softly. "And I'd like to help repair any damage I've done..."

"Don't worry about it," Angel retorted immediately. Max stared at him with wide eyes and opened her mouth to argue. "No. The only thing you can do to help us is get better. The senior partners are planning something and we're going to need all the help we can get." Almost everyone in the conference room rolled their eyes.

"When are the senior partners _not _planning something?" Gunn commented bitterly. Spike scoffed.

"It's that prophecy thing you keep going on about. 'Nother apocalypse."

"Which one? Last year's? The year before that? No, they're up to something now. And I hate operating in the dark. We need to find out what it is."

"Might help if we knew someone who had a direct link to 'em," Buffy replied. Angel stared at her for a moment before he suddenly got an idea.

* * *

"No way. I'm done helping you people."

Angel rolled his eyes. Even though Eve was putting on a big show of self-confidence, he, Spike, and Buffy could see her eyes dart over to Max nervously every few seconds.

"Eve," Angel began, his tone making it sound like he was bored with the situation, but he leaned in all the same,invading her personal space. "You've been hiding in this place for weeks. The instant you walk out that door, where these nifty little symbols can no longer protect you, the senior partners _will_ see you." He leaned back abruptly and folded his arms across his chest. "But then, if you don't tell me what I want to know, I might just tell them how to get through your little security system."

Eve blanched.

"You wouldn't..."

"Tell us what we need to know, and you can continue hiding under the covers like a beady little smelly rat snake," Spike stated.

"It's not that hard of a decision," Buffy snapped impatiently. Eve looked carefully at all their faces, staying perhaps a little too long on Max's, who was deathly silent. Eve opened her mouth to say something when suddenly the apartment started shaking violently and a deep rumbling sound could be heard from outside the door. Eve turned her horrified stare at Angel.

"Wasn't him," Max stated coldly before she could accuse him of anything. "Come with us now and tell us everything, or we let the big bad partners fillet you." It didn't take long for Eve to come to a decision and they quickly left through an open window.

* * *

Gunn hated feeling this guilty. He hated knowing that he had had a part, however small, in Fred's death. Everyone except Wesley seemed to be dealing with it. They welcomed Max back with basically open arms. And he couldn't help feeling a little jealousy pile on top of his guilt. He knew she didn't have anything to do with Fred's dying, but he couldn't help wondering if Max was such a genetically enhanced super-soldier...why didn't she push Fred out of the way? Why did she stand and let herself get breathed on, too? She could've saved everyone a bunch of trouble and heartbreak.

Maybe he was just being superficial by worrying too much about what could've been done. He didn't know how Wesley felt about it. He had been too busy babysitting the Blue Smurf to actually talk to anyone about what he was feeling. That alone also piled onto Gunn's guilt. Knowing he was partly responsible for Wes's misery because he was partly responsible for Illyria being resurrected inside Fred. If only he didn't sign that stupid paper...Gunn sighed heavily. The Guilt-Go-Round just kept on turning.

Before yesterday, Gunn didn't have any clue how to make it stop. But with the re-arrival of Eve, new ideas began forming in his head. Angel and Spike were planning on breaking Lindsey out of some supposed hell dimension that the senior partners had stuck him in. According to Eve, the ex-Golden Boy had some info on Angel and the partners that the partners weren't willing to let him share. She sang for Lorne (who finally decided to come back and help) to prove that she wasn't lying. So rescuing Lindsey became the immediate plan.

Gunn researched the place Lindsey was in, which turned out to be a kind of holding cell, not a hell dimension, and realized this might be the key to freeing his guilt. But they actually had to get there first.

They left when it was still nighttime in Los Angeles in a classic Camaro that was built to get them to where Lindsey was being held. When they went through a tunnel they emerged in a whole other day. It was beautifully sunny with clear blue skies.

Looking out the windows also showed Spike, Angel, and Gunn that they were now in a Suburban neighborhood. The Camaro kept driving itself until stopping in front of a house that they assumed was Lindsey's.

Spike stared pointedly out the window at the sunny front lawn between the car and Lindsey's front door.

"So we open with bursting into flame," he stated lamely. "Brilliant."

"We can just put our coats over our heads and make a run for it," Angel suggested. Gunn rolled his eyes. Weren't old vampires supposed to be smarter than the young ones?

"Alternate dimension remember?" Gunn replied, giving them a matter-of-fact look as he opened the car door. "Sun's the non-frying variety." Spike and Angel both instinctively flinched when the rays flooded onto their bodies, but quickly recovered, barely hiding their sheepish looks, and followed Gunn out of the car.

* * *

Sitting in an overstuffed chair with her legs propped up on an ottoman and her head leaned back, looking at the ceiling, Max was obviously too absorbed in her own thoughts and comfort to hear Buffy enter the room.

"Does Angel know you're up here?" Buffy asked as she sat in the chair opposite Max's. Quickly getting over her initial surprise, Max nodded. "Then we'll just say you invited me to come along." Max raised an eyebrow at her. Buffy grinned in return. "Well his place is just so much more spacey than that hotel room. Not that I'm planning to sleep here or anything, I just wanted to get away from all the stuff going on downstairs." She blew out a sigh and crinkled her nose. "Eve sure is a pain in the ass, huh?" Max laughed. "I have this tendency to carry on conversations by myself. Feel free to add your opinion."

"I just did," Max argued good-naturally. Buffy pretended to look at her disapprovingly. Max rolled her eyes. "Yes, Eve's a pain in the ass and if Angel didn't think we needed her for information I'd have been happy to never see her again." Buffy's brow furrowed as she realized something.

"Well...we _don't_ really need her. All we found out is her connection with the senior partners was severed and that this Lindsey guy, her 'Pookie Bear' according to Spike, apparently has some useful information." Max nodded in agreement but her facial expression had turned dark. "Not a fun guy to have around?"

"Not exactly. If he hadn't duped Spike for so long and tried to kill Angel I'd probably like him better. But I doubt I'm in the right position for judging anyone right now..." Buffy opened her mouth to comment but Max quickly silenced her with a raised hand. "Sorry. I didn't mean to start another Pityathon. Let's just pretend I didn't say anything." Buffy shrugged.

"It's your call. Personally, if it was me in your situation and I kept letting statements like that slip out, I'd try to talk it out with someone. Might help you deal better." Max shifted uncomfortably and Buffy realized Max thought she had meant for her to be the one she talked to and quickly added, "But it's best it'd be someone who knows completely what you're going through. We've got plenty of people around here for that. Angel, Spike, Willow, Faith, Alec..."

"Thanks, but I think I've talked enough to people about _my _problems. I'd rather just find out how other people are dealing," Max explained. Buffy gave her a brief smile.

"That works too," she replied. Then she held out both hands and shrugged. "If that doesn't work and you've got a little pent up aggression, kicking the crap out of some random evil demon is the perfect solution. We've got a lot of those around here, too." Max laughed and nodded.

"Sounds good," she said, standing up. She glanced back at Buffy and gave an almost shy gesture towards the elevator. "Wanna come with?" The smile Buffy gave her in response seemed to set her at ease.

"Sure. I know the perfect place..."

* * *

Jondy, Krit, and Lorne seemed to have their eyes permanently stuck at staring at the ceiling as Eve paced back and forth across Angel's office. Max and Buffy only caught the end of what she was saying as they stepped out of the elevator.

"...be here by now."

"I assume you're talking about Spike, Angel, Gunn, and Lindsey," Max commented. Eve eyed her warily and nodded.

"They should be here by now," she repeated.

"Well they're not. Don't get your panties in wad."

"I'm not. I just want him back. And I don't want to die," Eve whined, rubbing her arms as if she suddenly felt cold.

"Oh calm down, chicken little. No one can lay a finger on you without Angel's permission," Lorne stated before muttering under his breath, "Which I hope he'll give soon..." The corners of Max's mouth twitched but no one else noticed.

"Well Max and I were just about..." Buffy's words were cut off when the security alarm started blaring. She exchanged looks with the others. "To help stop whatever beastie is coming to attack Eve apparently..."

"We don't even know if it's a beastie yet," Krit commented lamely. He clearly didn't agree with his own statement.

"Then what is it?" Jondy asked, looking pointedly at Eve, who only began to whimper as she looked out the window into the lobby.

A man wearing a fine, tailored gray pinstriped suit with a white silk tie and a white shirt walked off the elevator. Eve's whimpers turned into crying. The others looked at her in disgust.

"_That's_ the guy you're running from? He's just a suit," Jondy commented, almost laughingly. They all watched when a guard rushed forward, pointing a gun at the oncoming man. The man remained unfazed and simply punched the guard so hard through the stomach, his fist came out his back covered in blood.

All previous heedless attitude towards the 'suit' vanished as Eve and Lorne suddenly let loose high-pitched screams of terror while Max, Buffy, Jondy, and Krit simply stared in horrified amazement. As the man reached Angel's office and began to open the double-doors, Max and Buffy finally rushed forward, closing the doors before he could get them fully open. Krit and Jondy joined them but they quickly realized, among the pounding, that the guy could just as easily crash through the windows. Which he did a few seconds later just as Max and Buffy were ushering Jondy, Krit, Lorne, and Eve inside Angel's private elevator.

"Go!" Buffy yelled before turning and backhanding the man across the face. He staggered to the side a few inches but was otherwise unaffected. Buffy blew out a sigh as her face contorted in disgruntled realization. "Oh crap."

The man reared back and seemed about to smack Buffy in retaliation. Just as his hand got within an inch of her face, his arm was grasped in a vise-like grip and tugged backward. He looked down at his side to see who was doing it and saw Max. Just as his eyes locked onto hers she scowled and popped his nose with a hard right hook. The man only grunted when blood began streaming from his nose and was about to hit her back with his free arm when that too was grabbed.

Buffy and Max hauled him away from the elevator just as it closed, sending Jondy, Krit, Eve, and Lorne down to the garage. Since neither woman had a hold on his legs, the man lashed out with a side kick to Max's knee. She raised her leg to block it and immediately regretted doing so when it sent unbelievably sharp pains up her leg, but she maintained her grasp on his arm and retaliated with a kick of her own to his stomach. He only leaned over a little and Buffy twisted his other arm behind him and then thrust her elbow into his lower-back.

Max released her hold on his arm and reached up with both hands to bring his head down to meet her knee. As soon as the impact sent the man staggering back, he wrapped his released arm around Max and began to squeeze. Max let out a gasp of pain and in her rush to get free, simply began swinging her legs in hope of connecting with something useful. As she was doing this, Buffy released her hold on the man as well, tried to ignore the fact that he quickly wrapped that arm around Max and intensified her pain and she swept the stuff off of Angel's desk. Max's mouth was open in a silent scream and her swinging legs were beginning to slow.

Buffy made sure she had a good grip on Angel's desk and then met Max's eyes behind the guy's back. An understanding passed between them and Max's swinging completely stopped. Then Buffy hurtled the desk at the man at the same time Max swung her legs as hard as she could, connecting with the place Xander had once labeled 'where God only meant to be treated nicely'.

The man's eyes bulged and he quickly let go of Max as he doubled over in pain. Max blurred out of the way just as Angel's desk slammed into his back. The man gave a single shout before collapsing under the broken wood, unconscious.

Both breathing heavily as they stared at him, Max and Buffy exchanged looks.

"Angel's gonna need a new desk," Buffy stated calmly. Max only nodded, clutching her side. Buffy's expression turned to one of concern. "Did he break any of your ribs?" Max shook her head.

"Might've cracked some...but I'll be fine in a little bit," she replied. Then her gaze went back to the unconscious guy. "Wanna try tying him up before we catch up with Eve, Jondy, Krit, and Lorne?" Her answer was a small groan from the 'suit'. She and Buffy exchanged an alarmed look.

"Garage now?" Buffy asked. Max nodded and they rushed over to the private elevator.

"Garage now."

* * *

"Gunn, no! What the hell are you doing?"

Gunn ignored Angel as he put Lindsey's necklace on. He raised his chin defiantly and met Angel and Spike's shocked gaze with a decidedly cold one.

"What needs to be done," he replied tonelessly.

"We're not leaving you here, Charlie-boy," Spike stated. Angel nodded. Gunn briefly closed his eyes and then glanced over at the gate in front of the fire. It opened.

"You have to.Another has to stay here if one leaves. A void is impossible," he explained, his voice still without emotion. Gunn could see realization began to dawn on Angel.

"You knew..." he began softly.

"The door will close when I forget. Now get Lindsey and get out of here. You have to."

"We'll come..." Angel began as Spike began to lead Lindsey into the fire.

"No!" Gunn exclaimed, ignoring Angel's look of dismay. "Don't think...I mean...just get Lindsey out of here. He'll be more helpful than I was."

"Gunn..."

"Go!" Gunn shoved Angelthrough the fire and then turned back to face the room. Strange contentment began to flood inside him.

_Finally. I don't have to live with the never-ending guilt. Fred's death will no longer haunt my thoughts. I won't even _remember _Fred or Wes..._

His face contorted in confusion.

_Wait...Fred...Wesley...Who are...? _

The gate in front of the fire closed with a soft clank and Gunn's previous train of thought vanished.

"What was I doing?" he asked aloud. "Why am I down here?"

A woman's voice rang out from the top of the stairs, "Honey, what are you doing down there?"

_She must be my wife...of course._

Gunn looked up the stairs with a small smile on his face as he replied jokingly, "I don't know. Must be losing my mind."

**A/N-I know I said there would be more Wesley and Illyria but I only managed to get one little part with them. I'll try to add more in the next chapter, along with Lindsey. At least there was more Gunn...hehe. Connor will also be coming soon...Bet you're all gonna love that ;o) Review please!**

**LadyV77-Thanks ;o) I'm sure there are many more with the same opinion about Harmony. That girl just doesn't have any friends does she? Eh, too bad, so sad...hehe. **

**rabid squirrel-Thanks ;o) Your question about Faith is answered earlier in this chapter.**

**Delauro-Thanks ;o)**

**CharmingAngel-Lol, thanks ;o) Yep, that whole relationship thing is going to get a bit more interesting before it's resolved...I hope this was updated soon enough for you to get some sleep now :o)**

**meri24-Thanks ;o) You're not the only one loving the jealousy...hehe. There was only a small action scene in this chapter but I guarantee bigger and better ones in the future. **

**screaminheathen69-Thanks ;o) It's _almost _time but not quite :o) I can't guarantee anything regarding Max slapping Connor around a little but I kind of like that idea so we'll just have to wait and see...**


	19. Chapter Eighteen

Chapter Eighteen

Max and Buffy stepped out of the elevator at a run but came to a screeching halt in the middle of the garage. They scanned the area until Krit alerted them to the car the others were getting into. Jondy put the car into gear but waited for Max and Buffy. They were only a few feet away when a bright light appeared above them as a portal opened up. It dropped Lindsey, Spike, and Angel right on top of the car.

"Holy crap!" Buffy cried out as she and Max jumped backward in surprise. Jondy turned the car off and got out, followed by Krit, Lorne, and Eve. Spike immediately jumped to his feet in a panic as he began slapping himself in a hurry to get out invisible flames.

"I'm on fire!" Max gently pulled his hands away and tried to hide her amusement. Spike calmed down as soon as she touched him. He looked down at himself and realization dawned on him. "Oh. Never mind."

Eve ran forward to hug a slightly groggy Lindsey.

"What did they do to you?"

"I'll be fine," he answered with a grim smile.

"While we on the other hand got shot at by a juiced up S&M demon. Thanks for asking," Spike added. Eve scowled at him.

"Oh. Poor babies," Buffy deadpanned.

"Come on, let's get upstairs," Angel replied. He and Spike flanked Lindsey, each supporting one of his shoulders as they carried him to the elevator.

"Uh...guys? There's still that guy upstairs. The one chasing after Eve. He's a..." Max trailed off as she looked around, confused. "Um...where's Gunn?" Everyone except Spike and Angel, who couldn't meet anyone's gazes, looked around too.

"He uh...stayed behind," Angel answered.

"What do you mean he..." Lorne began but a pounding on the stairwell door cut him off. The man pursuing Eve punched the door off it's hinges, sending it flying into the garage. When the dust settled, the man walked out and approached the others.

"We already kicked your ass once. Sure you wanna go for another round?" Max taunted, trying to make herself appear taller as she stood in front of the others. Buffy stood beside her with her arms crossed and a determined look on her face. Angel sighed and walked around both women towards the man, inadvertently letting go of Lindsey in the process, who fell to the ground.

"It's alright, I'll handle this," Angel said to Buffy and Max, making them reluctantly back off before he turned back to the man. "Eve is under my protection. You can't touch her."

The man just smiled sardonically and reached into his vest pocket to pull out a pen. Spike stopped trying to help up Lindsey to stare in surprise at the man as he also pulled out a contract and gave it Eve. Eve made another whimpering noise as she took it.

"You know how it works, Eve. Sign here," the man pointed to a spot on the contract. Angel's brow furrowed in confusion.

"What the hell's going on?"

"Oh, sorry for the intrusion. I'm Marcus Hamilton, your new liaison to the senior partners." Angel just stared at him. "Along with her immortality and other privileges, Eve has signed over her duties to me."

"If this is about some contract...why did you tell us you were gonna die?" Jondy asked Eve heatedly.

"Now one day I will," Eve replied, sounding depressed. The others rolled their eyes in disbelief.

"Wuss," Buffy muttered under her breath.

"I'm looking forward to working myself into the mix," Hamilton stated before opening his arms in a welcoming gesture. "Spike, Max, Buffy, Jondy, Krit...Welcome to the team." They narrowed their eyes suspiciously at his retreating back.

"This should be fun," Krit commented sarcastically. The others made huffing noises as they continued to the elevator.

* * *

Dawn flopped down spread-eagled on the bed. Her long brown hair fanned around her head, giving her the resemblance of a peacock.

"I'm bored," she moaned. Willow sighed and took a seat in a chair across the room.

"Well it's almost morning," she replied before stifling a yawn. "Maybe you should try going back to sleep. I know I'd like to." Dawn sat back up and Willow noticed she had a strange look on her face. "What?"

"Nothing," Dawn said quickly. Willow cocked an eyebrow at her. "Fine. It's just...I think I want...I mean..."

"Just spit it out, Dawnie. I may be a powerful witch but I still can't read minds," Willow retorted playfully. Dawn laughed despite her troubled expression. She began to trail invisible lines on the bedspread before she actually answered.

"I think...I want to go back home." Both of Willow's eyebrows shot up her forehead in surprise.

"Oh."

"Yeah. I just don't feel useful here. Maybe back in Rome I could help Giles with something..."

"Dawnie, don't say that. You're plenty useful," Willow tried to comfort her. Dawn rolled her eyes.

"Please, all I did was get my arm broken and then worry about everyone else. Buffy wouldn't let me fight, not that I wanted to, though, cuz Max and Illyria could've torn me into little bitty pieces, but..." she trailed off when she noticed Willow had scrunched her nose at the comment. "Sorry."

"No, it's fine," Willow assured quickly. "But the thing we're working on is what the senior partners of Wolfram & Hart are planning. So that might mean you can be research-girl again." She tried to give Dawn a bright smile, but she knew it probably looked forced.

"I appreciate the effort, Will, but my break's almost over anyways. Gotta get that education I hear so much about. I'm still only seventeen."

"Well I, more than anyone, support getting an education," Willow replied before sighing heavily. "Guess you've made up your mind then, huh?" Dawn nodded. "Then at least get some sleep and I'll take you back to Wolfram & Hart later to say goodbye."

* * *

"So who's first?" Lorne asked cheerily as he held up a pair of hefty tweezers and a bright yellow towel. Angel and Spike exchanged grimaces.

"You go," Angel said. Spike scoffed.

"Why do I have to get the torture treatment first?"

"Because I have to talk to Lindsey and if Lorne is prying into my back with a pair tweezers that look more like pliers...it'd just be a little awkward, alright?" Spike rolled his eyes, but turned to face Lorne as Angel left the room.

"Just get on with it," he growled as he took off his shirt and sat down in a chair, wrapping his arms around the back of it. Max winced when she saw his wounds. Lorne sighed and set an empty bowl on the table nearby.

"Sorry I don't have Fredikin's gentle touch," he replied as he pressed the towel next to one of the wounds and began to take out one of the bullets. A muscle twitched in Spike's jaw, showing his restraint not to cry out. Max winced again and walked towards Lorne, wordlessly motioning him aside so she could take over.

Quickly noticing that it didn't hurt as much as it did a few seconds ago, Spike lifted his head a little and commented, "Maybe you're getting better at it, green jeans."

"Not very likely," Lorne answered from across the room. Spike twisted his head to look at him in surprise, seeing that he was sitting on the couch with Buffy. When Spike tried to see who was actually taking care of his wounds Max gently placed her hand on his shoulder, stopping his progress.

"It's just me, Spike," she stated softly. Spike seemed to relax considerably and muttered a simple 'oh'.

"Well, the apocalypse is kinda my thing so I'm gonna go hear what Lindsey has to say," Buffy said loudly before gesturing for Lorne to follow her. Then she turned to Max and Spike. "Don't take too long. This concerns both of you, too." Spike just grunted in response, causing Buffy to grin as she and Lorne left the room.

Max continued to take out the bullets in Spike's back and drop them in the bowl in silence. Spike rested his chin on the top of the chair, barely feeling the tweezers as he concentrated on Max's touch.

"All done," Max stated suddenly. "You're completely bullet-free." Spike slowly stood up from the chair and faced her.

"Great. Thanks," he replied. Max gave him a small smile and neither of them found themselves making any motion to leave. Spike broke the eye-lock they were doing as he suddenly realized he still wasn't wearing a shirt. "Um..." Max laughed and briefly placed her hand on his chest.

"I'll get you a shirt," she said before walking past him towards the door. A few minutes passed before Spike realized he had a boyish grin on his face and rolled his eyes.

_She takes bullets out of your back and then touches your chest and all of a sudden you're as giddy as a school-boy...Ponce_.

Spike gave his head a slight shake but the grin didn't go away. Max reappeared and handed him a black shirt. It had a familiar smell that it didn't take long for Spike to recognize.

"This is Angel's," he stated dryly. Max shrugged and nodded.

"Well you don't have any other clothes here. It was either that, janitor's clothes, your bloodied, tornshirt, or nothing," she replied. As if she just realized what she said, a blush began to show on her cheeks. Spike smirked and put the shirt on.

"Think he'll miss it?"

"Nah," Max made a dismissive gesture with her hands and then turned back towards the door. "If you're still freaking about wearing it, you can just burn it when you get home. Now come on, the apocalypse meeting started without us..." Still smirking, Spike followed her out.

* * *

"It's here. It's been under your nose the whole time. You've just been too stupid to see it," Lindsey was saying as Max and Spike entered the room.

"See what?" Angel asked warily. Lindsey grinned.

"The apocalypse. You're soaking in it."

"We've all been through some. We'd know ifan apocalypsewas happening right now," Buffy protested. Lindsey shook his head.

"Not _an _apocalypse. _The _apocalypse," he retorted, his grin widening as Buffy's confident expression morphed into a worried one. "Thought a gong was gonna sound or something? Time to jump on your horses and go fight the good fight? The starting pistol went off a long time ago, people. I don't know about the newbies here," he gestured towards Jondy, Krit, Max, and Buffy. "But..."

"We're not 'newbies', monkey boy," Max snapped. "We've fought plenty of evil before. Buffy's a freakin' slayer..."

"I have no doubt that you've battled a few uglies in your day," Lindsey interrupted, still smiling. "But you're playing for the bad guys now. The employees of Wolfram & Hart don't wear white hats and you've been helping them. Everyday you come here and everyday you learn to accept the world the way it is. Here's the rub...Heroes don't accept the world the way it is. They fight it."

"So you're saying everything we've been doing has been a distraction so we don't figure out what's really going on?" Angel asked, slightly dazed as he leaned back in his chair.

"Ding!" Lindsey said, snapping his fingers. "We have a winner! That's exactly what I mean. The world keeps slipping farther and farther into hell and what do you do? You sit in your big poofy chair and sign checks, just like the partners planned. The war's already here, Angel. And you're down two soldiers." Max held up her hands in disbelief.

"Um...He may be down two soldiers, but he's already got eight reinforcements," she pointed out. "And if Wesley can train the Big Blue Ox, he'll only be down one soldier." Lindsey just smiled at her.

"Think that's enough to fight a war?" he countered. Max rolled her eyes and gave him a fake smile of her own.

"We've got connections." Lindsey nodded slowly.

"Right. What're you again? A transgenic?" Max stiffened but didn't reply. "You've probably got a bunch of little friends that are just waiting for you to call 'em in to fight, huh? And you..." He turned to Buffy. "You're a slayer. And so are those two other chicks you brought with you. I'm sure there's more where you came from. Am I right?" Buffy nodded.

"All of that's true. Why do you want to make it sound like a bad thing?" Jondy growled.

"Who said that's what I wanted?" Lindsey countered.

* * *

Max walked silently down a hallway. She didn't even know where she was going, but she felt the need to get away from all the Doom & Gloom. Back in Europe, she'd heard stories about Wolfram & Hart. Buffy's gang kept saying how evil it was, and yet Buffy's ex-honey was the new CEO of the place. Now _her _honey was a part of it, and apparently, so was she, Jondy, Krit, and all the rest. Even Buffy. Max didn't like the idea of helping out the bad guys. Who would? She had her share of evil last week, and she did not intend on revisiting it.

As if on cue, Max found herself standing outside the science lab. Fred's office. She felt something stir inside her and she knew she had to check on the lab's condition, no matter what Angel told her.

Max slowly opened the door and jumped slightly when she saw Wesley standing in the middle of Fred's office, motionlessly staring at something down in the lab. He didn't so much as glance in her direction. Max hesitated, but then decided she needed to see how he was doing.

"Wes?" she asked tentatively. He didn't answer. Max moved closer to him to see what he was looking at through the glass window. "What're you..." She trailed off when she saw Illyria in the lab below, which was actually looking almost as good as new. Max's eyes darkened and her jaw tightened. She was clenching her fists so tightly her fingernails were leaving small, bloody crescent marks in her palm. She made a move to go down to the lab when she felt someone grab her arm.

Wesley still wasn't looking at her or talking, but his grip on her arm spoke volumes. Max narrowed her eyes at him as if it would help her understand him better.

"You don't want me to hurt her," she said bitterly. It wasn't a question. Wesley shook his head and released her arm.

"She's my responsibility," he finally spoke and turned to face her. "Illyria can be...dangerous." Max scoffed and avoided his gaze, choosing to look back at Illyria, who was now facing them.

"Believe me...I know," Max replied, the bitterness in her voice becoming more pronounced.

"That's right..." Wesley agreed, as if just remembering. "You were in her presencelonger than the rest of us. So you _would_ know." Max didn't answer as she continued to glare at Illyria.

"She's the reason," Max stated heatedly, walking closer to the glass window. "She's the reason I murdered people. She's the reason for everyone worrying so much about me. She's the reason Fred's gone. The reason Gunn's stuck in some hell dimension because he can't control his guilt. She's the reason..." Gritting her teeth, Max brought her fist up to the glass as if she wanted to punch through it. But she stopped when it was just an inch away. She spread her hand against the glass. Then she turned to face Wesley, who had tried to stay emotionless during her rant, but his eyes were glistening.

"She's the reason for your broken world," Max continued, her voice barely above a whisper. Wesley closed his eyes and inhaled slowly. When he opened them again, they were almost overflowing with cold, unrestrained fury.

"The woman I loved is gone. I find it excruciating to just get out of bed in the morning...That much is true. But you know nothing about it, so don't pretend that you do," he snapped. Max smiled humorlessly but didn't try to argue. Wesley blinked. "Oh. I'm...I'm sorry. I didn't mean..."

"Don't bother, Wes," Max interrupted quickly. "My personal dislike of Illyria is just stronger than I realized." She turned away and the room fell into silence. Then the sound of someone clearing their throat shattered it. Wesley and Max turned to see Angel entering the room.

"How's it going with Illlyria?" he asked, walking over to the glass window.

"She's either counting oxygen molecules, analyzing the petri dish she put in her mouth a little bit ago, or sleeping. I can never quite tell," Wesley answered.

"She put a whole petri dish in her mouth?" Max asked, slightly amused. Angel shifted uncomfortably at the idea and then turned back to Wes.

"If she's gonna be here, we should be doing something...Testing her powers, studying her."

"Testing Illyria might be hard without getting someone seriously hurt," Wesley replied. Max immediately raised her hand and grinned cheerily.

"I'll do it!" she announced. Both men raised an eyebrow at her. "What? I'll be fine."

"It's not you I'm worried about," Wesley commented dryly. Max's grin widened.

"I'll go easy on her. Promise."

* * *

"What do ya mean you're leaving?" Spike asked, obviously caught off guard. Dawn laughed and dropped one of her suitcases so she could hug him.

"My break's already over," she replied. "Gotta do that school thing."

"But you just got here!" Spike protested. Dawn cocked an eyebrow at him. "Alright so you've been here for what? Three weeks? That's not really that long..." Dawn rolled her eyes and turned to give Jondy a hug.

"You be good," Jondy told her.

"Aren't I always?"

After Dawn had said goodbye to Spike, Jondy, Angel, Krit, Lorne, Kennedy, and Max, she turned to Buffy.

"You sure you want to do this? Cuz apparently we're in the middle of the apocalypse..." Buffy began.

"All the more reason for me to go back and fill Giles in," Dawn interrupted.

"Sure you don't want one of us to go back with you?" Buffy asked. "Because we could probably at least..."

"I'll be fine, Buffy," Dawn interrupted. "I've flown on a plane alone before." Buffy nodded, resigned, but suddenly stopped and narrowed her eyes at Dawn.

"Wait, no you..."

"Well I'll certainly miss you all!" Dawn said loudly, drowning out Buffy's words. "Wish me luck on all tests that'll decide my future!" She picked up two of her suitcases again and Buffy and Willow picked up the other two. "Since Alec, Faith, and Wesley aren't here...you'll say goodbye for me right?"

Max stared at her for a beat, as if what she just said didn't quite register. Then her eyes scanned the lobby frantically. When she looked back at Dawn her expression had morphed into a worried one.

"Sure, I'll tell 'em that," she said quickly before rushing off, grabbing Spike's sleeve in the process and dragging him along with her. Dawn stared after them for a moment, not quite sure what to think, before Buffy and Willow ushered her towards the elevator.

* * *

Spike roughly pulled his sleeve out of Max's grip. Max stopped walking and turned to look at him, exasperated. Spike frowned.

"What're you doing? Why the sudden rush?" Max ran a hand through her hair and bit her lip, not answering him. "Max?"

"Faith's been gone for two days. Alec's been gone since yesterday. And I didn't even notice," Max blurted. Spike's face turned expressionless.

"That's what you're worried about. Alec being gone." His tone was cold, but Max didn't seem to notice.

"And Faith!" she reminded, starting to hurry off again.

"Why does it matter? I'm sure they're just off doing..."

"They had an argument. Faith thought Alec cared more about me than her and Alec didn't handle it well, so Faith left. I didn't realize she was taking it so seriously. Or Alec. Neither of them has called. And I can't just leave them out there feuding."

"They can take care of themselves, luv."

"That's not the point! I know they can. But this is partly my fault and I need to straighten it out. I don't even know if Faith is as mad at me as she is at Alec. There's a lot I don't know. Including wherever the hell they are. But I at least want to fix that. Besides, they should know they're part of the new apocalypse."

Spike caught up with her and looked around the garage, checking out the cars.

"Well I think the Viper might be a good..." Max stopped walking and turned to look at him incredulously.

"What?" she asked, exasperation still showing on her face.

"A car, pet. A Viper's a..."

"I know what a Viper is," Max interrupted. "But we're not taking it. It's easier to look for them on foot. Now come on." She started to go out the door to the outside of Wolfram & Hart. Spike grabbed her arm just as she was turning the knob. "What?"

"It's daylight. Don't think I'd be much help looking through a dustpan. If you want my help, I'll take a car." Max winced, but nodded before turning to go again. "You tried calling 'em on their cell phones yet?" Max halted, rolled her eyes skyward, and made a whimpering noise. Spike smirked. "Judging by that reaction, I'd say no." Max blew out a sigh and took her cell phone out from her jacket pocket.

* * *

Faith was just stepping off the dance floor when she heard her cell phone ring. She rolled her eyes and dug it out of her jacket. Not bothering to check who was actually calling, Faith flipped it open and answered.

"Alec, if you keep calling me, I swear the next time I see you I'll..."

"Faith? This isn't Alec, it's Max. I was wondering where you were," Max interrupted her threat. Faith's grip on the cell phone tightened.

"Ah. Max. And how have you been doing? Alec been helping you 'deal'?" Faith figured it wouldn't be that hard for Max to detect the angry bitterness in her voice. She was never one to hide what she was feeling. There were a few beats of silence on the other end and Faith knew she had pushed a button, but she wasn't expecting Max's voice to sound as cold as it did when she finally spoke.

"I haven't heard from Alec since yesterday morning. I don't need him to coddle me. He helped bring me back and I'm grateful. But this isn't about my problems, Faith. You're the one who left Alec right after dropping a bomb on him."

"What bomb?" Faith snapped. "It's not my fault you two are too dense to realize what's been going on right in front of you."

"Right, I know we didn't notice that you and Spike have been exuding jealousy about Alec's and my relationship. But that's your mistake. Not ours."

"How do you figure?"

"Because nothing's been going on between us! So what if we're close? I love Spike and Alec loves you. If anyone's too dense around here to realize something like that, it's you. Now if you really believe you're as grown up and changed as you say you are, go find Alec and work out your issues."

Before Faith could argue any further, the familiar beep of a phone being turned off reached her ears. She groaned and flipped her phone closed with more force than was necessary. She sat for a moment thinking. Then groaned some more as shegrabbed her coat and left.

* * *

"So what exactly are we supposed to do?" Kennedy asked. Buffy shifted uncomfortably as they walked down a hallway and exchanged a look with Willow.

"We're not quite sure yet," she answered vaguely. Kennedy scoffed.

"About an hour and a half ago we were told we've been helping out the bad guys and you, self-proclaimed leader of good, don't have a single idea on how we're gonna deal?" Buffy visibly bristled and opened her mouth to retort, but Willow interrupted.

"That's not what she said, sweetie. We do have a few ideas but none are set in stone. And we don't really feel comfortable discussing them in this place. Hence the meeting."

"Yeah. So would you mind going and getting Jondy and Krit?" Kennedy looked at Buffy defiantly.

"What, so now I'm errand-girl?"

"You could be girl-about-to-get-pummeled but gee, I was saving that job for later," Buffy retorted in a sugar sweet voice. Kennedy stared at her angrily before glancing at Willow to see her reaction. Willow was just smiling nervously. With a huff, Kennedy turned on her heel to go find Jondy and Krit. Buffy and Willow continued down to the lobby.

"Sorry about that, Will," Buffy said. "I know she's your girlfriend and all, but she was just being so..."

"I know," Willow interrupted softly. "Don't worry about it, Buffy. Really." Buffy nodded slowly, knowing the expression on Willow's face meant not to push the topic. "Are you going to tell Angel where we're going?"

"No. Unless he chooses to leave this place or something...I don't think we'll be doing any...business with him and his team anymore," Buffy replied hesitantly.

"Are ya sure we shouldn't tell _him _that?" Willow asked, slowing her walking pace. Buffy glanced at her with a confused look on her face.

"What do you..." Buffy trailed off when she saw the topic of their conversation walking through the lobby towards his office. Buffy opened her mouth to say they can still probably slip by when someone yelled something and Angel froze. Then he slowly turned around and his eyes locked on a boy that looked somewhere between 18 and 20 and had just come off the elevators.

"Did that kid just say 'dad'?" Willow whispered. Buffy just blinked as she felt her insides clench.

"Dad?" the kid called again. Angel's eyes widened as the boy started walking towards him. Buffy held her breath, despite the little voice in her head that kept reminding her that it was impossible for that boy to be...

The boy walked right past Angel and headed for a couple coming out of Wesley's office. Buffy let out her breath in relief. She motioned for Willow to follow her to the elevators but Angel finally noticed heras his eyes locked onto hers. She smiled weakly at him but he didn't return it as he turned towards the couple, the kid, and Wesley.

Frowning slightly and going against their better judgement, Buffy and Willow joined them.

"Buffy, Willow, hello," Wesley greeted. "I was just introducing these people to Angel." He gestured towards the couple. "This is Laurence and Colleen Reilly, and this is their son..."

"Connor," the boy interrupted with his hand outstretched. Buffy and Willow both smiled politely and took turns shaking his hand.

"Nice to meet you," they said in unison before giving each other surprised looks. They quickly laughed it off and Wesley took charge.

"The Reillys have some issues regarding Connor that they need to talk about and I thought we could..."

"No," Angel interrupted.

"What?" Wesley asked, clearly startled.

"I'm sorry, but we can't help you," Angel explained curtly before walking away. Buffy, Willow, and Wesley exchanged confused, worried looks as they stared after him. Then Wesley turned to the Reillys.

"I'm, uh, terribly sorry, but my boss seems to think..." Wesley sighed. "I'll try talking to him, but there's no guarantee. You might be better off finding someone else to help you with your...trust fund." The way he said this made Buffy and Willow glance at each other with raised eyebrows.

As the Reilly's were saying goodbye, Jondy, Krit, and Kennedy entered the lobby.

"We're all here, let's get cracking," Jondy stated blandly. "Max is doing that testing thing with Illyria and Alec and Faith are off somewhere but Max supposedly fixed that, right?"

"Supposedly. We'll call them when we get to the hotel," Buffy replied before turning back to Wesley.

"We gotta go...do something. We'll call you later." She waved to the Reillys as she and the others left. "It was nice meeting you. Oh and Wes? Dawn says goodbye!" Then she disappeared inside the elevator.

* * *

Alec absentmindedly kicked at the dirt as he settled himself onto a swing. The parks in Seattle were always packed with little kids and their parents at this time of day. The reason he came to hang out in this certain park was for the exact opposite. A few kids were on the slides playing some game called 'Lava Monster', but that was it.

Alec made himself ignore them until one walked over and set herself down on the swing next to his. The kid didn't seem interested in swinging, though. A fact Alec quickly realized when all she did was stare at him.

"Can I help you with something?" Alec asked. The girl stared at him for a few more seconds before she finally responded.

"You have long eyelashes for a boy," she stated, making Alec laugh though she seemed perfectly serious.

"You have short legs for a person," Alec retorted playfully. The girl's bottom lip jutted out.

"I'm not done growing," she protested. "My mommy says I'll be taller than her when I grow up." Alec nodded slowly.

"Well if 'Mommy' says it then it must be true." The girl's eyes widened.

"Do you think I'll be this size forever?" The genuine worry in her voice just made Alec laugh again and shake his head.

"No. I'm sure what your mommy said is true," he replied, knowing the girl wouldn't recognize his sarcastic tone.

"Did _your _mommy tell you you'd never grow up?" Alec's smile faded as he swallowed a sudden lump in his throat. He blinked and looked at his surroundings, which were flooded with sunlight. The girl was surprisingly patient in waiting for his response. But he didn't give her one as he began to pump his legs, making the swing squeak back and forth. He turned his gaze skyward.

"Hey! You didn't..." the girl began.

"Hey squirt, mind giving up your seat?" Alec recognized the voice immediately and he swiftly brought his feet down with a loud thump to stop his swinging as he locked eyes with Faith. The girl pouted defiantly.

"No. I was here first. And this boy hasn't told me if his mommy told him if he'd ever grow up." Faith glanced back at the girl with a raised eyebrow.

"Interesting question. But this... 'boy'...can't answer it because he has other things he needs to answer first," Faith retorted with a pointed look in Alec's direction. Alec remained expressionless.

"But I asked him first," the girl continued to protest. Faith rolled her eyes. Then she gave her a big smile, seemingly surprising both the girl and Alec.

"That's great, Goldilocks. But if you leave us alone for like twenty minutes I'll give ya a nice, crisp five dollar bill," she replied. Alec let out a snort of disbelief but couldn't help smiling. The girl's eyes widened in obvious wanting, but she shook her head.

"M-my mommy says not to take money from strangers."

"She's got this thing where she thinks mommy knows best," Alec felt the need to explain. Faith raised her eyebrows at him before turning her attention back to the little girl.

"What mom doesn't know won't hurt her. But if you feel the need to spill, my name is Faith and this is Alec. What's yours?"

"Jenny," the girl answered automatically. Faith's grin widened.

"See? Strangers don't know each other's names. So we're not strangers. Now take the damn money and scram," she used a very sweet voice to gloss over the command. Jenny didn't hesitate any longer as she grasped the dollar bill Faith held out, hopped off the swing, and hurried away.

Faith grinned triumphantly and settled down in her new seat, purposefully ignoring the look of disbelief Alec was giving her.

"You just bribed a little kid and swore at her," he finally stated. Faith shrugged.

"My mom used to do the same to me. Got me moving so I figured why not try it on her? It worked and now I'm sitting here so we can have the dreaded chit-chat that couples have to fix their problems," she replied dryly. Alec laughed.

"Well I never knew my mom so I guess I shouldn't judge your maternal skills," he stated glibly. Faith frowned slightly as she glanced at him.

"You never knew your mom?" Alec shook his head, avoiding her gaze. Faith blew out a sigh. "Lucky."

"Not the exact word I'd use to describe my situation."

"Sorry. I just don't like to dwell on my childhood. Though yours keeps sounding drastically worse than mine..." She sighed heavily and threw her hands up. "See? I'm awful at this relationship stuff. I've never really had a real one. I try to sound understanding and I come out all 'pity me or die'."

"That's not how you sound." Faith laughed derisively.

"Please. No need to spare my feelings. This talk will go quicker if you don't." Alec frowned.

"What exactly is it we're supposed to talk about? Our childhoods or my relationship with Max?" Faith rolled her shoulders back and looked away. Alec opened his mouth to repeat his question when he realized she was thinking and quickly snapped it shut.

"Max said...she said you loved me," Faith finally stated after a few beats of silence had passed. She sounded completely vulnerable and uncertain.

"She's right,"Alec replied without hesitation. Faith whipped around to face him and he was surprised to see a smile on her face.

"Then we don't need to talk about it," she stated. Alec's eyebrows shot up his forehead.

"Huh?" Faith sighed heavily.

"I'm sorry. I shouldn't have yelled at you like I did. I should have trusted that what you told me about your relationship with Max was true. You did what you had to do to get her back and I respect you for it. But like I said earlier, this is my first real relationship. So I guess you should expect me to make a whole crapload of mistakes." She smiled weakly, waiting for Alec to respond. He grinned.

"That makes two of us." He laced his fingers through hers and pulled her off the swings with him. "Wanna get out of here?"

"Please. Parks creep me out. Too many little creatures."

"You mean kids?"

"Sure."

**A/N-Sorry for the slow update. I was having trouble with this chapter, which you can probably tell since it seems to be all over the place...I had a whole other storyline for the Faith/Alec/Max/Spike thing but it seemed pointless and I wanted to get on with the story. It just seemed more appropriate to mend it since Buffy and Angel's relationship is about to messed with...Please Review!**

**LadyV77-Thanks ;o) I didn't like Hamilton either. Lindsey didn't really have a big part in this chapter but he'll be back later. **

**Delauro-Thanks ;o) The next update should be quicker, but school's gonna start soon...**

**meri24-Thanks ;o) Alec did get a little annoyed, but he was more caught off guard. **

**CharmingAngel-Thanks ;o) I can't answer everything in one chapter, it's just more fun to drag it out...hehe. **


	20. Chapter Nineteen

Chapter Nineteen

"Alright smurfy. We're gonna play a little game today," Max began, her voice sounding slightly condescending. Illyria narrowed her eyes at her. "It's called Attack Illyria And See How Long It Takes For Max To Kick Her Ass. Doesn't that sound fun?"

"You talk to me as if I were a child. I could mutilate you where you stand," Illyria growled. Max just smiled and began to write something on her clipboard.

"Doesn't like being treated like a child...anger management issues," she muttered to herself and then looked up at Illyria with a very serious expression. "That makes you a little like Chuckie, huh? Or maybe Rosemary's baby. Tell me, did your daddy happen to look like Satan?"

"I will not answer these pointless questions. I do not know what this 'Chuckie' or 'Rosemary's baby' is but as it is _you _who is referring them to me, I must conclude that they are nothing more than impotent swill."

"Uh-huh...So you still think you're above everyone? Like a god?" Illyria's face contorted with fury.

"I _am _a god, you arrogant toad!" Max waggled a finger at her.

"Ah, ah, ah. You're forgetting past tense, sweetie. You _were _a god. Now you're just like a regular being. Who just happens to wear a leather bodysuit, has bright blue hair and eyes, enhanced abilities, and talks like an old fogey." Before Illlyria could retort, Max landed a hard left hook to her face. Caught off guard, Illyria stumbled back. "I was planning on taunting you for a little while longer but being called a toad just made me wanna speed things up." Illyria righted herself and fixed Max with a venomous glare.

"Idiot. The powers that you leeched from me are gone. Now you are no more than, how did you put it? _A regular being_." Max made a 'phff' noise.

"I've never been a regular person and I don't plan on starting now. And in case you hadn't noticed, you were just punched back a few feet by a simple left hook." Illyria glowered at her.

"I was not prepared."

"Ah. That should be your first clue then. I ran with you for a longer time than the others. So long that if I dwell on it too much I'm overcome with the urge to regurgitate. But there's a plus to that...I know all your moves. But I think my mind needs a little refreshing as I'm supposed to take notes on everything. So please. Come at me."

Illyria didn't hesitate as she launched at kick aimed at Max's mid-section. Max sidestepped it with ease and dropped to the ground, ducking from Illyria's punches and then attempting to sweep her feet out from under her. But Illyria flipped over her. Already expecting her to do this, Max lay flat on the ground before putting all her weight onto her hands as she splayed them across the marble-white floor. Then she brought her legs together at the same time she pushed herself off of the ground. Aimed perfectly, her feet came into solid contact with Illyria's chin. Illyria stumbled backwards with a grunt of surprise as Max simply stood up, grinning from ear to ear. Illyria let out a low growl before attacking again.

"This is great Ria. I haven't had this much fun kicking anyone's ass since that final fight with Ames White almost two years ago," Max stated as if she were having a normal, civilized conversation instead of dodging Illyria's incensed assault.

"Do not think you are of such great importance as to be the one to nickname me! Do you know what your kind was when I was young?" She landed some particularly vicious blows to Max's torso but Max just laughed, angering Illyria even more.

"I'll take a wild guess and say we weren't the upstanding citizens we are today," Max commented sarcastically as she bent backwards at the waist, avoiding Illyria's kick to her face.

"You were the muck at our feet," Illyria spat disgustedly. "We called you 'the ooze that eats itself'. You were pretty at night. You sparkled and you stank. You still stink of it!" The smile of Max's face faded slightly as she grabbed Illyria's leg as she attempted another kick to her face. Then Max landed a kick of her own to the back of Illyria's knee. She stumbled to the ground but Max still kept a hold on her other leg.

"Has it ever occurred to you that now might not be the best time for when-we-were-muck stories?" Max snapped. Illyria only glowered as she kicked her legs out from under her. They flipped back up at the same time and circled each other. "You tell Wesley you wanna get by in this world and yet you continue to insult the ones who currently have rule over it. If you truly believe everything you say then why haven't you tried to take us out?" Not waiting for Illyria's answer, Max continued on with a slightly bitter laugh. "Oh that's right. I forgot. You tried and they kicked your ass. You are _not _the same being that you were a gazillion years ago. And neither is the human race. We've grown stronger and smarter. Yours truly being an example as I just fought you and can stand to go quite a few more rounds. You really wanna become a part of this world? Then stop walking around like you've got a huge sarcophagus up your ass and maybe you'll have a chance."

Max came out of her fighting stance and walked over to a stack of mats where she had placed her clipboard. She glanced at a wall where weapons were displayed. She lifted a small battle-axe off it's hook and spun around, hurling it towards Illyria where she stood at the opposite wall. It landed with a loud thud only an inch from her head and shoulder. Illyria gave Max a venomous glare which Max returned with a triumphant smile before flouncing towards the doors.

"Class dismissed," she called over her shoulder.

* * *

Max knocked softly on Wesley's office door. No response was given to her so she knocked again. Still nothing.

"Lookin' for Percy?"

A smile spread across Max's face as she turned to face Spike.

"Yeah, if by Percy you mean Wesley," she replied. Spike returned her grin. "Know where he is? I got some notes on Illyria I need to give 'im." Spike nodded and gestured to Angel's office.

"Last I saw 'im he was in there talking to the big head. Somethin' about a family he thinks they should be helping." Max nodded knowingly.

"Not an interesting enough conversation for you to continue eavesdropping?" Spike just shrugged. "Well, thanks. Guess I'll have to interrupt 'em." But Max didn't make any move to leave. With a soft 'oh', as if he was just remembering something, Spike pulled a slip of paper out of his pocket and gave it to her.

"Buffy, Red, and the others called a little bit ago. They want you to meet 'em at the hotel. Didn't say what it was for." Max's brow furrowed.

"Why didn't they just call my cell phone?" Spike smirked and pulled a cell phone out of his pocket as well. Max quickly recognized it as her own. "Why do you..." she began before remembering she had loaned it to him after she had called Faith. "Thanks." Spike nodded and rocked back on his heels, his hands placed lightly on the waistband of his jeans. An awkward silence fell between them. Realizing she still held her notes on Illyria, Max gestured to Angel's office. "Well I guess I should..."

"Yeah. Right. Carry on then." Max gave him a tentative smile before turning to go. She'd only gotten a few feet when Spike's voice stopped her. "Meant to ask you...how's the testing with Illyria going?" Max turned back to face him with a delighted grin on her face as she recalled her fight with Illyria. "That good, huh?"

"Yeah. She doesn't really change her style so it's easy to catch on. She got in several hits but I think I gave as good as I got," Max stated proudly before grimacing as she gestured vaguely to her chest. "Got a few bruises here though." Something glinted in Spike's eyes but it passed before Max could identify it. Figuring they were headed for another uncomfortable silence, Max gave him a small smile and wave before heading towards Angel's office.

* * *

Spike silently watched her go, staying in the same spot even after she had already gone through the doors. Finally realizing he was just staring, Spike sighed and rubbed the back of his head. There was no doubt in his entire body, he still loved Max. He knew she felt the same way but he had told her he needed some time to think.

But now that he had that chance, the only thought he kept having was why he had told her that in the first place. There wasn't anything to ponder over except how much he missed just being with her. More often than not their encounters had ended in awkward situations and the latest one was no exception. He hated it.

Spike knew, finally, that Max and Alec's relationship was just what they said it was; nothing more than a close friendship. He should've just taken their word for it but no, his insecurities and paranoia had to get in the way. Max had apologized but she didn't actually have much to be sorry for.

Spike wanted to change what he had mucked up. No, he _needed_ to. As soon as possible before he and Max drifted too far apart. But not here at Wolfram & Hart. He had to do it right.

* * *

Buffy stood at the end of her hotel room, near the sliding door out to the balcony, as she silently observed the people in front of her, making sure everyone was there. Alec and Faith were sitting side by side on the floor at the foot of one of the beds, Max and Krit were each on top of a bed, Jondy sat across from them in a sofa chair, and Willow and Kennedy were siting next to each other on the couch.

"You all know what we're doing here, right?" she asked. Everyone but Willow slowly raised their hands.

"Uh...no, not really," Faith replied. She exchanged looks with the ones closest to her to make sure she wasn't the only one. They all had the same confused expression on their faces.

"Well, you and Alec haven't heard the result of our little get together with the ex-lawyer Lindsey McDonald. Guess what? We're in the middle of the apocalypse! But wait, it gets better. Apparently if we keep helping Wolfram & Hart in any way, that means we're on the wrong side." A long silence met Buffy's announcement. Then Max cleared her throat.

"Ya know. I'm really glad I met you guys. Seriously, being a genetically enhanced super soldier worth millions of dollars and getting hunted for almost 2/3 of my life just hasn't given me enough of that fabulous thing called stress. But there you guys were, in the clinch." Knowing Max was just being sarcastic, the others laughed in amusement.

"On that cheery note, what exactly are you intending to do?" Krit asked.

"She's not sure yet," Kennedy interrupted before Buffy could reply. Buffy gave her a withering look. "What? You haven't."

"I do have some ideas but the purpose of this meeting is to figure out exactly that," Buffy replied. "So everyone, speak your mind. Seriously, we're open to any suggestions."

"How 'bout we all..." Kennedy began.

"Except that one," Buffy cut her off. Kennedy scoffed in disbelief.

"You didn't even know what I was going to say!" Buffy rolled her eyes.

"You were going to say we should all tell Angel and his team to go to hell and deal with the apocalypse on their own since they're the once that got it started and then leave," Buffy stated in a bored voice. A slight blush crept into Kennedy's cheeks, confirming Buffy's prediction. "And that's not an option. If we're within an inch of an apocalypse, we don't bail. We fight. I don't care how it started or why. We are not leaving."

"What're we going to do about Angel? Are we going to plan our own thing or work together with him?" Jondy asked.

"Both," Buffy replied. The others stared at her in confusion for a few beats before it began to dawn on them.

"So we're going to make sure Angel's crew doesn't do anything stupid but if he does, we gotta make sure we have a backup plan?" Alec wanted to confirm. Buffy nodded. "Good enough for me."

"And now we have to actually figure out the back up plan," Willow added. "It's gotta be more complex than just yell for our team to turn on Angel's." She noticed Buffy's dismayed expression and added quickly, "Not that I think we'll have to."

"We don't have to figure out everything now do we?" Max asked. Buffy shook her head.

"We don't even know what the apocalypse entails."

"Is it something else besides fire and brimstone?" Krit joked.

"So...first step should probably be contacting all the slayer bases you've created and I can put in a call to Seattle," Max continued, ignoring Krit's comment. Buffy nodded.

"Are we going to tell anyone else what we're doing?" Jondy asked. The others exchanged looks.

"We should probably keep it to ourselves for now," Alec replied. A murmur of agreement met his suggestion. He turned to Jondy. "And speaking of the guys over at Wolfram & Hart, shouldn't you get back there?"

"Right, with your new 'job' and everything," Krit added. Jondy shrugged nonchalantly.

"He was kinda in a weird mood when we left, remember? I didn't want to be around when he cracked." Buffy gave her a look. "But if this meeting's over I should probably get back there..."

"Smart thinking," Max commented. Jondy rolled her eyes as everyone got up from their seats. Max turned to Buffy. "I'll let you know about the situation in Seattle." Buffy nodded.

"And I'll let you know about the slayer headquarters."

"Check it out, people!" Alec exclaimed cheerily as he headed for the hotel door. "We've actually got the beginnings of a wonderful plan here! Working together and everything!" His exclamation was met with a sharp slap to the head from Jondy. Faith was right behind him when she suddenly turned around.

"Forgot my coat," she explained before going back into the room. Max was the last one out and so held the door open for her. Alec smirked. He knew why she was lagging.

Faith turned to Max once she had put her coat on, but she found herself not able to say anything. She smiled nervously when Max just stared blankly at her.

"You got your coat on so let's go," Max said, gesturing to the outside hallway. Faith nodded and made a move to walk out the door when she suddenly stopped again. Sighing heavily she turned back to Max.

"Listen, um...I-I'm really..." Max made a 'phff' noise and grinned.

"Don't worry about it. You obviously made things right with Alec and that's what matters."

"For what it's worth...I'm still sorry."

"Then thanks." A beat of uncomfortable silence fell between them before Max spoke again, "Now can we go?" Faith laughed.

"Got my vote."

* * *

Faith and Max made their way down to the lobby where the others were waiting. Max glanced through the windows and noticed the sun was setting. As it sent a mirage of purple, orange, and pink into the sky, she remembered something. She walked briskly over to Buffy and gently grasped her arm.

"I need to ask you something," she said. Buffy just nodded and Max led her away from the group. "Listen, I know you and Angel aren't together at the moment and you're probably allowed to lie to each other and whatnot..." Buffy winced.

"It's not exactly lying," she protested lamely. Max just shook her head.

"But your situation with Angel isn't what I wanted to talk to you about."

"Then what..." Buffy trailed off as she realized what she meant. "You're worried that this will affect your relationship with Spike." Max nodded.

"We're kinda in a holding pattern right now and if he finds out I'm keeping something this big from him after I told him I wouldn't do anymore of that...He'll get a tad angry." Buffy gave her a grim smile.

"That's an understatement," she replied. Max sighed heavily.

"Don't I know it," she mumbled.

"So you wanted to ask me if you could let Spike in on our currently measly plan." Max nodded. Buffy sighed and bit her lip as she began to think aloud, "Well...Spike was actually with us in Sunnydale longer than Angel was. But he wasn't completely full of the good deeds until he got his soul...but he had had his moments. How long has he been at Wolfram & Hart?"

"About 7-8 months I think. A few of which included him as a ghost," Max replied.

"Right." Buffy sighed again. "I suggest you find out exactly how loyal he is to Angel's team." Max grimaced and Buffy gave her a small smile of understanding. "Not the funnest thing to do, I know. But if you trust him enough, go ahead and fill him in."

"Alright, thanks," Max gave her a grateful smile before heading towards the exit.

"Max, where're you going?" Krit called out.

"Gotta take a walk," she called back over her shoulder.

* * *

Max headed purposefully down the street. The sun had set and night had officially fallen. She knew she was only a few blocks away from Spike's apartment and that thought alone brought a small grin to her face.

She passing by a restaurant parking lot, barely glancing at it, when an ear-splitting shriek rang out. Max snapped to attention and quickly took a full view of the parking lot. Her pupils dilated and she could clearly see some disgusting red demons with black hair attacking a family, pulling them out of their SUV.

Max was about to blur over there when she saw the son punch one of the demons so hard he went flying through the air. He seemed just as amazed at his strength as Max did. But Max stopped her gawking when one of the demons jumped at him from a nearby car top.

"Watch out!" Max screamed as she finally ran over. But all her warning seemed to do was distract the son and the demon succeeded in punching him and then throwing him into another car. As the kid cowered against it, Max saw his eyes give her a fleeting glance just as she took a flying leap and tackled the demon. The demon shoved her off of him and they began to circle each other.

"Max!"

Max whipped around as the familiar voice called her name. She recognized Angel immediately and had time to give him a questioning look before the demon attacked her from behind, wrapping an arm around her neck and cutting off her air supply. Grunting in annoyance, Max grasped the demon's arm with both hands and promptly flipped him over. She held onto his arm and twisted it at an impossible angle. The demon shrieked in pain and Max traded his arm for his head as she gave it a quick snap and the demon fell to the ground lifeless.

Max looked back up to find Angel fighting off two more of the demons. She waited for an opening before she gave one of them a roundhouse kick to the head and he stumbled away from Angel. Not waiting for the demon to regain his balance, Max got onto a nearby car and then jumped onto him, wrapping her legs around his neck. Then she swung her body to the side, effectively snapping his neck as they both spun onto the ground. Max quickly got to her feet and dusted herself off, glancing back at Angel in time to see him raise a demon above his head before slamming into the ground.

A quick look around the parking lot told Max that they had gotten rid of all the demons. The son, who had still been cowering against a car, got to his feet with a look of shock on his face.

"Oh my god," he said, his eyes traveling from Angel to Max to the demons and back again.

"Connor, listen to me," Angel began. Max's brow furrowed in confusion.

_He knows this kid?_

"You almost broke that guy in half!" Connor said, still in shock before his face suddenly broke into a wide grin. "That was so cool!" Angel started to smile as well and Max found herself observing the similarities.

"Well, it was nothing. I mean, I do a lot of that stuff. There was this one time..." Angel began.

"Connor!" the mother was calling as she came out from behind the SUV, helping the father stand. Connor ran to his parents and Max sidled up next to Angel with a sly grin on her face.

"So what brings ya here?" she asked casually. Angel gave her a wary look. "What?"

"I should ask you the same thing," he retorted.

"I was on my way to Spike's when I heard a scream. Saw the demons and came to help. I'm going to assume your story isn't the same as mine so spill." Angel opened his mouth to reply when Connor and his parents made their way over to them.

"He needs a doctor," the mother exclaimed worriedly as she and Connor supported the father.

"We have doctors at Wolfram & Hart," Angel replied. "We can help." The family gave obvious curious looks in Max's direction. Angel cleared his throat. "Max, this is Colleen and Laurence Reilly. And this is their son Connor." Max smiled and gave them small wave.

"Nice to meet you," she said. Connor seemed to be ogling her openly and she cocked an eyebrow at him. "Something wrong?" As if just realizing he was staring, Connor quickly shook his head, smiling nervously.

"N-No, nothing's wrong," he replied, but then he resumed his ogling. Max cleared her throat. "Sorry, it's just...you're an awesome fighter and you're just..."

"A tiny woman?" Max filled in as they started walking back to the Reilly's car, gently laying the father down in the backseat. Connor nodded, still smiling nervously. He opened his mouth to say more when Angel suddenly appeared beside them.

"Max, I can take it from here. I'll see you back at Wolfram & Hart later," he said. Max knew his tone was firm for a reason but she couldn't help wanting to tease him.

"Are you sure? Cuz I'm prepared to fully give you any help you may need," she said sweetly. Angel just glared at her. "Alright, alright. Witness me leaving." She began to walk backwards away from him. "It was nice meeting you Connor!" Connor's face split into another wide grin as he waved at her. Angel sent her one more withering look before turning back to the Reillys.

* * *

Max arrived at Spike's apartment and put her hand on the knob before she quickly snatched it back. She brought her hands into a loose fist and knocked softly on the door.

_I don't live here_, she reminded herself. _And I don't think barging in on Spike will help him think any better of me_.

She waited patiently as she heard footsteps shuffling around inside. Then Spike's voice called out, "Who is it?"

"Max." Silence greeted her announcement and she began to worry if he was thinking up an excuse not to see her when the door suddenly swung open. Spike stood in front of her wearing his usual black jeans but he had traded in his black shirt for a blue one that matched his eyes. It didn't matter if this was a conscious effort or not, Max found herself smiling in appreciation. "Can I come in?"

Spike nodded and stepped aside. Max forced herself to take her gaze off of him and look ahead of her so she would at least know where she was going. When she looked into his apartment, her breath caught in surprise.

She had been too busy checking out Spike to realize the lights were dimmed and only a few candles lit up the place, which was spotless.

"You expecting someone or did your power just go out?" Max asked softly without turning back to face him. She heard the slight shuffle of his feet and realized she had just made him uncomfortable. She turned around and gave him a sweet smile.

"Like I'd voluntarily light candles in my home. Bloody dangerous those things are..." Spike mumbled without looking at her. Max slowly reached out and grasped his hand. The movement seemed to startle him enough to look her in the eyes.

"How'd you know I was coming?" she asked. Spike gestured vaguely to his phone across the room.

"I didn't. But I was gonna..." he trailed off and took a deep unneeded breath. "I needed to talk to you." Max only nodded, knowing he didn't want to be interrupted. He gently guided her over to his couch where they both sat down facing each other. "Look...I know I said I needed time to think. But..." He hesitated and Max gave his hand a light squeeze. The first signs of a smile appeared on his face. "I don't need to. I think I've done enough pointless thinking to last an eternity." He took another breath and locked eyes with Max. "I already know what I want." Realizing he wanted her to say something, Max cleared her suddenly dry throat.

"And what would that be?" she asked, her voice barely above a whisper. Spike didn't answer at first and Max turned her head slightly to the side, averting her eyes as she became unsure of what he was going to say. Spike gently lifted her chin with the crook of his finger, forcing her to lock eyes with him again.

"You," he said simply. Max's mouth formed a small 'oh' before Spike covered her lips with his. It only took half a second for Max to respond as she brought her arms around his neck, deepening the kiss. Spike moved his hands down her waist, bringing her body closer to his. This movement elicited a moan from Max that sent an undescribable feeling through Spike's body.

With Max's hands tangled in his hair and his hands flat against her back, they began to get off of the couch. Before they had taken a single step, Max pulled herself up and wrapped her legs around Spike's waist. They staggered into the bedroom and Max briefly detached herself from Spike to take off her coat. Spike followed her lead and removed his shirt. When their lips found each other again, Spike moved his hands to the hem of Max's shirt. Realizing they had to part again, Max let out a small whimper, causing Spike to smirk.

"Spike," shesaid breathlesslyas she quickly whipped off her shirt. "You know I want you too, right?" Spike let out a soft laugh as he trailed kisses along her collarbone.

"I think the present happenings can testify to that," he replied. Max giggled and brought his head up to meet his lips with hers again and together they fell onto the bed.

**A/N-Ha! You wanted 'em to get together so there ya go. And there was plenty of other action too (wink wink). Anyways, hope you guys liked it! Review please!**

**LadyV77-Thanks ;o) Buffy finding out about Connor is _definitely _going to be fun to write too...hehe. **

**CharmingAngel-Thanks ;o) Well, at least one of your questions was answered :o)**

**meri24-Thanks ;o) I love Faith too**. **You can pretty much count on the fact that this story won't have Dawn/Connor as Dawn is Buffy's sister and Connor is Angel's son and this already has Buffy/Angel so it'd probably get a little weird...Wouldn't it sorta make Dawn Angel's daughter and Connor Buffy's brother? Lol. **


	21. Chapter Twenty

Chapter Twenty

Max was seemingly sound asleep, but the tiniest noise could probably still wake her up. Keeping his eyes trained on her, Spike carefully tried to get up. Without opening her eyes, Max grunted incoherently and her hand shot out, grasping Spike's wrist. He laughed softly but made neither move to get back into bed or to get dressed.

"How long you been awake, luv?" he asked. A coy smile began to form on Max's lips. Before he could react, Spike found himself pulled back onto the bed. A boyish grin lit up his face as his new position had him only a few inches away from Max's face.

"Not that long," Max replied simply before she snuggled against Spike's chest. They shared a moment of compatible silence until Max lifted her head up to lock eyes with him. "I thought _I _was the one who was supposed to mend this relationship," she stated jokingly.

"You did your part," Spike replied, wiggling his eyebrows suggestively. Max laughed but felt the need to pinch him anyways. "Hey!" He rubbed the injured spot on his forearm and gave Max a half-hearted glare, which quickly melted into a broad grin as Max gave him an innocent pout in return. His eyes traveled down her face and focused on the protruding lip.

"Look at that lip. Gonna get it, gonna get it," he growled playfully as he leaned in closer. Max managed to maintain her pout for half a second longer before letting a giggle slip out and meet Spike in a heated kiss.

Once oxygen became an issue Max reluctantly pulled back. She absentmindedly played with some of Spike's curls but he could tell by the look on her face that her thoughts were much more complex.

"Something wrong, pet?" Max's hand momentarily stilled and she took a deep breath. Spike cocked an eyebrow and smirked. "This is lookin' to be a serious conversation so would you mind if we at least got some clothes on first? More dignity and such." Max looked confused for a second before she glanced down at the sheet covering her body. A pink tinge appeared in her cheeks and she smiled sheepishly before nodding her agreement.

"But um...do you have any clothes I could borrow?" Spike raised both eyebrows at her.

"I don't think we're the same size."

"Yeah, I know. But I only have the clothes from yesterday and those kinda got dirtied when I was fighting the demons." Spike just looked at her. "What?"

"What demons?"

"I ran into some demons on the way here and they were attacking a family so Angel and I fought 'em off."

"You were with Angel?"

"No. He just appeared. Didn't tell me why he was there but it probably had something to do with Connor."

"Who's Connor?"

"The kid the demons were attacking." Spike nodded slowly before easing himself off the bed.

"I'll see if I can find something for you to wear," he stated as he began scrounging through his drawers. A few beats passed before Spike turned back around, carrying a pair of familiar looking sweats and a black t-shirt. "I think you left the pants here from before. Couldn't find any of your shirts so here's this." He handed the clothes to Max. She opened her mouth to say something but changed her mind and decided to ask something else.

"Can I use your shower?"

That fleeting glint appeared in Spike's eyes. Finally recognizing what it meant, Max smiled broadly and wrapped the sheet tighter around her body as she got off the bed, heading for the bathroom.

"I'll take that as a 'yes'," she said teasingly. She was standing in the doorway when she suddenly halted and turned back. "You coming or what?"

Vampire speed aside, Max had never seen a guy move so fast.

* * *

"Okay, I'm not sure that counted as bathing," Max pointed out laughingly as she and Spike flopped onto the couch, entwined in each other's arms. Smirking, Spike took a big whiff of her hair.

"You smell clean to me," he replied happily. Rolling her eyes, Max did the same to him.

"Well you sure don't," she teased. Spike made a sound of protest and pouted. Max scoffed. "Are you mocking me?" Spike didn't answer. Max raised an eyebrow at him. "Did anyone ever tell you that pouting on a man, especially if they're mocking a girl, is very unattractive?"

"Nuh-uh," Spike protested. "If that were true why did your heartbeat just speed up?" Max narrowed her eyes.

"You and your vampire hearing." Spike gave her a smug smile. Max rolled her eyes and settled herself closer against his body. Wanting to get the conversation that Max was obviously hesitating to have out of the way, Spike gently eased her away. She gave him a look of confusion.

"What did you want to talk about?"

"The weather? It really is much better than Seattle's. Or maybe..."

"Max," Spike interrupted calmly. Max sighed and fidgeted with her hands.

"Alright, alright. I have to tell you something."

"I kinda already figured that part out for myself. Just wanna know the details." Max took another deep breath before reaching out to take Spike's hands in hers and resting them on her knees. Spike cocked an eyebrow at her but didn't comment.

"You know how we have this whole apocalypse thing going on?" Spike nodded, eyeing her warily. "Well, it kinda sent Buffy into extreme slayer mode."

"Understandable."

"And you know how Wolfram & Hart's real name is Evil, Inc.? Well, Buffy's not too sure she can trust the people there. Including Angel." To Max's surprise, Spike's face broke out into a wide grin.

"Girl's finally come to her senses then, eh?" Off Max's glare he quickly added, "Not that I really care either way." Max just rolled her eyes before continuing.

"Yesterday we had a meeting...of sorts...and..."

"Who was in this meeting?" Spike asked suddenly.

"Buffy, Jondy, Krit, Willow, Faith, Alec, me, and Kennedy," Max replied quickly as if she hadn't been interrupted. "And we haven't come to a complete decision yet, but the basic idea is to figure out a back up plan in case Angel's crew does something stupid, like help out the bad guys in the coming battle."

"What part do I have in this?"

"That kinda depends..."

"On what?" Spike asked incredulously.

"On whether you're part of Angel's crew, neutral-guy, or our guy," Max explained calmly. Spike stared at her unblinkingly for so long she became afraid he was choosing a different side.

"I'm yours," he replied softly. "Completely."

* * *

Max reeled back from a particularly vicious kick to the face. Illyria let a triumphant smile form on her face as she watched Max's eyes blaze in anger.

"Perhaps you are not as unbreakable as you wish to believe," Illyria pointed out smugly. Max retaliated with a roundhouse kick. Illyria ducked it easily and landed a punch to Max's gut. When Max simply took a step back, still in her fighting stance but not attacking, Illyria's smug smile morphed into a slightly confused one. "Either you have simply lost that childish glee you previously showed when sparring with me, or you are playing something new."

With a few spots of blood coloring the inside of Max's mouth, the smile she gave came off more creepy than it should have.

"For an old fart, you sure catch on quick," she stated hoarsely. Illyria's eyes darkened.

"For an ignorant snotty cow, you seem to have more privileges than you should," she snarled. Max's eyes widened in disbelief.

"What did you just call me?" Taking advantage of her surprise, Illyria grabbed a nearby mat and hurdled it at her. It connected with Max's body with a loud smack and sent her flying through the double doors.

* * *

Max crashed into the wall with a sickening crack. Gritting her teeth in pain and irritation, she opened her eyes just in time to catch her flying clipboard an inch before it connected with her face. Barely registering the fact that Angel and Connor were nearby, Max gripped the clipboard so hard the wood splintered. She threw it to the side, neither noticing nor caring that it connected with a passing employee's head, and stormed back into the training room.

"You flaming blue hell-bitch! You'll pay for that!" she exclaimed heatedly. Illyria raised a single eyebrow and cocked her head to the side innocently. Max let a low primal growl escape her throat before she hurtled herself at the former god in a flurry of fists.

Only the sound of someone hollering for the two incensed females to stop was enough for them to temporarily quit pummeling each other and look over at the source of the voice. Angel stood near the entrance of the doorway with his arms folded across his chest but the angry dominant stance was betrayed by the slightly amused look on his face. Connor stood beside him and stared at Max and Illyria with obviously awed fascination.

Max looked down at their position. Both her and Illyria each had a hand fisted around the other's throat. Max had her other hand pulling Illyria's hair while Illyria had her's reared back for a punch. She met Illyria's ice cold blue eyes and they let go of each other at the same time.

"Connor, you already know Max from last night...And this is Illyria," Angel introduced.

"What is she?" Connor asked as he took in Illyria's leather-clad blue form. Angel opened his mouth to respond but Max beat him to it.

"She's a former god and currently a nuisance," she replied. Illyria shot her a glare which Max happily returned.

"Does she have any powers?"

"Off the top of my head I can recall superstrength and the possible ability of talking to plants," Max recited sarcastically. "I lost my notes."

"You threw your notes at an innocent passerby," Angel corrected. Max turned her glare on him.

"Like anyone here is really that innocent," she spat heatedly. Taken aback by her response, Angel couldn't form a retort. Realizing her slip, Max quickly turned her attention to Connor who was currently staring back and forth between her and Illyria, nervously swinging his arms at his sides.

"Um...hi," he said. Illyria stared back at him with her head cocked to the side. She looked up and down his body, glanced at Max, herself, and then into Connor's eyes. "I, uh, like your outfit."

"Your body warms," Illyria stated dully before turning to Angel. "This one is lusting after me." Max rolled her eyes while Connor suddenly looked somewhere between panicked and defiant.

"It's not just you," he blurted. He sent Max a fleeting glance before he could stop himself and then found something interesting on the floor. "I mean...huh...it's just the outfit..." He leaned towards Angel and not knowing Max and Illyria could still hear him, whispered, "I guess I've always had a thing for older women."

"They were supposed to fix that," Angel muttered under his breath.

"What?" Connor questioned. Angel's eyes flashed in alarm and he glanced nervously at Max, who was narrowing her eyes at him.

"Nothing," Angel replied quickly. Needing to change the subject he added, "Connor here has brought us a case. We're looking into it and I was just showing him around."

"Oh right...how's your dad?" Max asked as she remembered the demon attack. Connor smiled gratefully at her.

"He'll be fine, thanks." Max returned his smile half-heartedly when it suddenly brightened a few megawatts as her eyes locked onto something behind Connor and Angel. Noticing the change, Connor turned to see who had caused it.

"Hey...heard about a little commotion happening here but I just figured it was you and Illyria," Spike explained as his eyes fell on Connor. "Who's the white bread?" Frowning slightly at the nickname, Connor politely held out his hand.

"I'm Connor." Spike gave him a peculiar look for a brief second before accepting his hand.

"Spike." Connor's face contorted in confusion.

"Huh?"

"That's his name," Angel said, rolling his eyes. "Don't ask." Spike smirked at him.

"What? Like 'Angel' is the essential name for all vampires? Sounds kinda prima to me," he retorted. Angel glowered at him.

"He's a vampire? Like you?"

"Only in the sense that we both have fangs, drink animal blood, and have a soul," Angel replied grudgingly. Spike gave him a smug look.

"Mine's better than yours though."

"Don't forget that you both put a bunch of gel in your hair," Max pointed out innocently. Both vampires glared at her, but she just smiled sweetly. Taking Spike's arm, she began to lead the way out of the training room. "Not quite sure what Angel looks like without all the goop but Spike's pretty hot without his." Spike's glare immediately melted away and he gave Angel another smug look. "I'd love to stay and chat but there's some calls I gotta make. It was great seeing you again Connor, and I'll fight with you tomorrow, Illyria."

"Oh Peaches, Percy's got some demon info for your peepers. He's in your office," Spike called over his shoulder as he and Max disappeared through the doors. Connor stared after them before turning to Angel.

"I take it Spike isn't as busy as you or has as complicated a situation?" Angel's brow furrowed.

"What do you mean?"

"You said you're too busy to have a girlfriend and it'd be pretty complicated anyways. But Max is obviously with Spike." Chuckling nervously, Angel put his hand on Connor's shoulder and gently ushered him through the doors with a small wave goodbye to Illyria.

"Spike's situation is definitely...different...than mine."

* * *

"Where we going?" Spike asked as Max continued to lead the way down a hall.

"I'm going to call my old buddies in Seattle," she answered.

"Don't you have a cell phone?"

"Yep. I just want to get out of earshot so no one here can overhear me."

"And what do you need me along for?" Max did a quick look up and down the hallway to make sure they were alone before turning to Spike with a coy smile on her face.

"For this." With that, she suddenly pinned him against a wall and landed a very passionate kiss on his lips. Spike laughed softly before returning her affections. Max gave him one last quick peck on the cheek as some people rounded the corner.

Spike gave her a knowing look and said, "Nice timing, luv. I'll leave you to your call." With a wink, he turned and swaggered down the hallway. Max watched him go until he disappeared from sight and then made her way outside Wolfram & Hart.

As she dug out her cell phone, Max found herself thanking Manticore for making sure she had such a good memory. Without it, she wouldhave absolutely no clue whatLogan's number was.

Waiting for Logan to pick up sent a mix of emotions through Max's body. She hadn't talked to him in over a year. And now she was calling for a favor. If he hadn't changed as Max supposed, he'd probably happily consent to her request and then somewhere down the line he'd ask her for something in return. Above all things, she hoped his feelings for her had dissolved into simple friendship, as hers had for him.

"Hello?" a feminine voice startled Max out of her thoughts. Taking a brief second to place the familiar voice with a skinny blonde, Max readied herself for the coming conversation.

"Asha?" she asked.

"Yes...who's this?"

"Max."

"Max who?" Rolling her eyes, Max bit back a snippy retort and settled for semi-polite.

"Transgenic Max," she replied blandly.

"Oh! Hi Max! We haven't heard from you in so long..."

_Don't tell me you're saddened by that fact. Having Logan to yourself and me out of the picture has probably been like heaven for you..._

"Yeah, I've been a busy little beaver. Is Logan there? I gotta talk to him about something" Max asked. The brief silence on the other end of the phone was enough to make Max smile in odd satisfaction.

"What about?" Asha questioned too casually.

"Superhero stuff," Max replied in the same tone. Another silence met Max's statement.

"Hold on, I'll get him." It only took a millisecond for Asha's voice to disappear and Logan's to replace hers. Max rolled her eyes but another odd smile found its way onto her lips as she heard him greet her.

"Hey Max. Haven't heard from you in a while."

"Hey Logan. Sorry, I've been busy with stuff."

"Likewise. So what's up?"

"How's Seattle doing?" Max asked, ignoring his question.

"Same as when you left." When he didn't go into any more detail Max realized she might as well get it over with.

"Great. I need help. We've gotten into an apocalypse sort of situation down here and we need reinforcements." Stunned silence met her hurried explanation. Max opened her mouth to continue when Logan finally spoke.

"Where's 'here'?"

"Los Angeles."

"Oh. How soon do you need them?"

"Soon as possible would be good."

"I'll do my best to get them together, but...I'm don't think they'll just do what I say."

"Of course they wouldn't. Tell them you've got a message from me. And you won't be alone. I'll be calling OC and Sketchy after you."

"What should I tell them?"

"Max needs your help with a gigantic fight in Los Angeles. Come as soon as you can," Max recited.

"Gigantic fight?" Logan questioned. Max almost winced at the concern laced in his voice.

"Yeah. Colossal. That's why the others are needed."

"It'll take a while to round everyone up..."

"That's fine," Max interrupted. "Just get them here. I gotta go, Logan."

"Um...okay. It was great to hear from you, Max. I miss you." Max hesitated for a beat before responding.

"Me too. Bye."

After she hit the 'End' button on her cell phone, Max found herself staring at it with a weird expression on her face. Not wanting to analyze her feelings at the moment, she began to dial another number that would always have a spot in her genetically enhanced brain.

* * *

"Which car was it again?" Alec asked Faith as they stared at the cars lined up in the garage.

"Blue Camaro, I think," Faith replied. Alec looked at the mentioned car and glanced uncertainly back at Faith.

"Positive?"

"If I was positive we'd already be in it and be halfway to Not-So-Pleasantville." Sighing, Alec walked over and opened the driver-side door.

"Let's find out then, shall we?" Faith nodded her agreement and got in the other side. Alec stuck the key in the ignition but didn't turn the car on as he rested his hands on the steering wheel. "This thing'll drive itself right?"

"That's what Spike said." Just as Faith spoke, the car sprang to life. Alec snatched back his hands in surprise as the car moved smoothly forward. The steering wheel moved all by itself and the car headed out the garage door. "Okay, that's definitely straight out of a cheesy horror movie."

Alec simply grunted his response as he kept his eyes trained on the wheel with his hands frozen in a 'I surrender' position.

"Is there some way to speed this up?" he asked after the Camaro had taken them a few miles. Faith shrugged.

"Could try tapping on the dashboard with a magic wand," she replied dryly. Alec rolled his eyes, but thumped the steering wheel to see what would happen. All he got for his efforts was the blast of the horn. Wincing at the loud noise, Alec finally let his hands drop to his sides and rested back in his chair.

"Wake me up when we get there," he muttered. Faith scoffed and slapped his leg.

"Yeah right. If you get to catch some 'Z's than I should too, but if we both conk out who know's where this car will take us?" Grumbling again, Alec righted himself and stared through the windshield. His eyes widened in surprise as he realized the scenery had changed. He exchanged glances with Faith just as the car stopped in front of a house.

"They all look the same," Alec commented, not making any move to get out of the Camaro. Faith bit the inside of her cheek as she swiveled around in her chair, trying to get a good look at the other houses. "How do we know this is the right one?"

"Cuz Herbie brought us here."

"Right, and machines that think for themselves should always get 100 percent of your trust," Alec retorted glibly. They exchanged another glance and each took a deep breath before finally getting out of the car.

Standing side by side on the lawn, Alec and Faith surveyed the house in front of them again.

"Ready?" Faith asked.

"Always," Alec replied with a smirk. Faith returned it as they walked briskly towards the front door. "Ladies first." Faith rolled her eyes but delivered a hard kick to the door. It crashed open to reveal a woman in her thirties and a small boy about 7 years old with automatic weapons aimed in their direction.

Taking it in stride, Alec blurred to the left while Faith dived to the right. The two gun toters followed their movement with an onslaught of bullets. Faith laid herself flat on the floor behind an overstuffed sofa chair. A brief second later Alec joined her.

"Hey honey," he greeted. Faith blew some hair out of her face to give him the full effect of her glare. He just gave her a cocky grin and took out his own gun. Bits of fluff from the chair and other furniture and construction continued to rain down on them as the bullets ripped them apart.

"Are you planning on shooting that kid?" Faith hollered over the noise. Alec rolled his eyes but didn't answer. Instead he held up three fingers. He counted off two until it was just his pointer finger. Faith nodded as Alec closed his fist and they both ran full speed into the kitchen.

Faith bit back a yelp as she felt one of the bullets penetrate her upper arm. Reflexively she brought her other hand up to press against the wound. Alec kicked open the door to the basement with his left leg. Faith quickly took notice of the blood stain on his right pantleg that was steadily growing larger. She raised her gaze up to meet his eyes, which she saw were trained on her injured arm.

"Let's just haul ass," she stated, leading the way down into the basement.

"Listen, please! What did I do? No. No! Wait!" they heard a familiar voice screaming.

Alec quickly shut the door behind him and leaned his body against it. Faith sent him one last glance before sprinting down the steps.

She saw Gunn strapped to a table with his shirt off. An ugly demon stood across the room with a dagger it had chosen from the wall of weapons. It charged Faith, but she quickly sidestepped it and landed a blow to the side of its head. Careful not to move her right arm too much, she kneed the demon in the back, sending him sprawling.

Without hesitating, Faith hurried over to Gunn and ripped the medallion off his neck. Gunn shot up, holding his hands to his head. Faith opened her mouth to say something when the demon attacked from behind, sending her flying across the room. She crashed against the wall and let out a sharp yelp as her already damaged arm went under more pain.

"Faith!"

Alec had left his post at the door, which was shaking violently, and limped down the stairs. The demon charged him and with his injured leg, he couldn't quite get away fast enough. The demon slammed him into the wall opposite Faith. Alec let out an anguished cry before bashing his fists on the demon's back. It let go of him and Alec backhanded it across the face as hard as he could. It fell to the floor and Alec locked eyes with Gunn.

"We have to go. Now," he stated.

"Can't," Gunn replied, panting. "Can't leave here unless someone takes my place and puts on the necklace."

Faith looked over at the medallion and then back at the demon, who was beginning to stand up. She quickly picked up the necklace and tossed it to Alec.

"Put it on him!" she ordered when Alec just stared at her blankly. Once he understood what she meant, he gave the demon one last punch to the head to keep it dazed and then latched the medallion onto it.

The gate barring the fire squeaked slowly open. Alec and Faith looked over at Gunn.

"You coming?"

Still having trouble regulating his breathing, Gunn simply nodded and they each helped each other cross into the fire, barely noticing the demon cutting out its own heart on the table Gunn had just vacated.

**A/N-Soooooooooooooooooooooo sorry it took me FOREVER to update! But I just started high school and as most of you probably know that means a buttload of homework, especially if you take three honors and Spanish III...Anyways, I should probably promise updates will be much sooner but I honestly don't know. What I _can _promise is that it won't be a month til the next update. I officially refuse to keep you guys waiting that long again ;o) Sorry again!**

**Doza-Thanks a lot ;o) And I'm glad you're back. The reason Illyria didn't do the time slowing thingy is cuz she can't. When her powers split with Max, Max got that ability and when it got zapped from her it disappeared. Hope that makes sense...Don't worry, there'll be plenty of good stuff happening with Illyria, and I hope her fight with Max in this chapter was more satisfactory :o). **

**LadyV77-Thanks ;o) Reminds me of that too...hehe. **

**satelliteblues21-Thanks ;o) I don't mean to write her as a god. But in the chapter where her evilness finally got zapped, she did get her ass kicked by Alec. That's how Spike was able to use the weapon on her because she was so weakened. And in this chapter, Illyria got to do it a little too ;o) If neither of these are drastic enough for you, you don't have to worry, there's going to be plenty of more fight scenes. Think big demon battle...**

**meri24-Thanks ;o) I'm really looking forward to writing that part...hehe. **

**CharmingAngel-Lol, thanks a lot ;o) I'm glad you love this fic so much :o)**

**Sarah-Thanks ;o)**

**birlygirl-Lol, thanks a lot ;o) Laziness is a lot more fun than people think...hehe. **

**screaminheathen69-Thanks ;o) And there was a little more 'swerve-age' in this chapter too, with plenty more to come...hehe. **


	22. Chapter Twenty One

Chapter Twenty One

Cyvus Vail.

Wesley had no idea what this demon wanted with Wolfram & Hart. But the way Angel was acting recently was enough motivation to dig deeper. Especially with the presence of the young man Connor, who Wesley find himself making startling observations of similarities with Angel. And he wasn't the only one. He had seen the looks on Willow and Buffy's faces when they were introduced. Something was going on, and he was determined to find out what.

Wesley lifted his head as he heard Jondy enter his office. Her arms were laden with old parchments and books, yet she carried them as if they were light as feathers.

_Advantages of having a genetically enhanced supersoldier working for you_, he thought with an almost-smile gracing his unshaven features.

"Here's all the stuff this place has got on Cyvus Vail," Jondy said as she dumped half of the stack onto Wes's arms and the other half on his desk.

"Thank you, Jondy."

"No problem. Oh, and this was wandering around human resources." She gestured vaguely behind her to reveal Illyria standing in the doorway.

"Max is off doing the mating ritual with the white-haired one," Illyria said by way of explanation as she stepped into the room, carefully observing everything in sight. Jondy coughed back a laugh.

"I guess that's my cue to leave..." Wesley nodded uncomfortably.

Jondy had only gotten a few feet away when Wesley said, "Wait! There's one more thing I'd like you to do. Can you get Buffy and Willow up here?" Jondy nodded slowly.

"Sure thing...I'll be back in a few."

"Thanks." Wesley watched her leave and then turned back to his desk to see Lorne reading one of the files on Vail. "See anything worth reading aloud?" Lorne started to shake his head when he suddenly stopped.

"Actually yeah. We got Vail listings under accounts paid," he replied. Wesley blinked in surprise and readied himself for the coming information.

"Wolfram & Hart did business with him?"

"You could say that...Looks like he was one of their go-to warlocks, magical mojo-wise. Specialized in memory reconstructing, mind control, temporal shifts..." Lorne flipped to the next page in the file and his eyes widened. Wesley inwardly cringed.

"What is it?"

"You could buy any South American country with what we paid 'im," Lorne replied. Wesley grasped the file from him and began reading.

"Some sort of reality shift..." he relayed, letting his eyes skim farther. What he saw made his heart clench uncomfortably. "It happened on the day we took over Wolfram & Hart." He and Lorne exchanged a worried look.

"Am I to perceive that you are entertaining the idea that one of your people made a deal with this Vail?" Illyria questioned tonelessly. Wesley grimaced.

"I'm not sure wh..."

"Yo! Could use a little help here!" Wesley recognized Faith's voice immediately and hurried into the lobby.

"Dear lord..." he breathed as he took in the sight before him. Faith's sleeve was stained and ripped open, revealing the bullet wound beneath, the same went for Alec's leg. Yet they were both attempting to hold up Gunn, who was out cold.

"As soon as you've stopped finding the color and viscosity of our blood so interesting, would you mind giving us a hand?" Alec smirked, but the pain in his eyes was apparent. Wesley muttered an apology and hurried forward, detached Gunn from Faith and Alec, and carefully began to help him along to medical. He winced under the added weight but tried to ignore it.

"Illyria, help Alec," he ordered. Illyria cocked her head to the side and stared silently at him. Then without a word she lifted Alec's arm and began to help him up the stairs as well. Wesley would have laughed at the shocked expression on Alec's face if the situation wasn't so urgent.

When they reached the top of the stairs, Buffy and Willow nearly collided with them.

"My god...what happened?" Buffy asked, her eyes trailing sympathetically from Gunn, Alec, and Faith.

"Just got a few holes in our bodies made by bullets when we got Gunn back," Faith replied. Buffy and Willow nodded in understanding and fell in step with them as they hurried down the hallway.

"Wesley, Jondy said you wanted to talk to us about something. Was this it?" Willow asked, gesturing to the others. Wesley gave one shake of his head.

"No. It's something else. I'll fill you in later."

* * *

Wesley sat silently at his desk watching the scene in front of him. His face wasn't showing any kind of emotion, but Buffy watched him carefully nonetheless. She didn't quite know why, but this quiet Wesley wigged her out a little. His personality transformation from five years ago was drastic. She couldn't see how he could ever have been the bumbling, accident-prone watcher that he was. She didn't know for sure what had triggered the change. Losing Fred had turned him even colder, but something had happened before then. And right now, she was guessing it had something to do with Angel.

"He wants me to kill someone?"

Connor's shaky tone brought Buffy back to the present.

"Yeah. A demon named Sahjahn," Angel replied. A flicker of recognition flashed in Wesley's eyes. Buffy frowned slightly at the reaction.

"Who's Sahjahn?" she asked. Angel sent her a fleeting glance before responding.

"A demon. Strong." Wesley gave a snort of disbelief and eyed Angel with an earnest look.

"That's a bit of an understatement don't you think? The last time you fought he nearly killed you." Buffy and Willow's eyes widened and they exchanged a look.

"Wait. If he almost killed you...what chance do I have?" Connor asked. Angel sighed.

"You're different," he began. "Special. There's a prophecy that says you're the only one that can kill him."

"But I don't even know _how _to fight," Connor protested.

"That's not a problem. I'll teach you."

"Angel. Stop and think for a moment. How do we know this Vail is telling the truth?"

"Wesley's right. You could be walking into a trap. And I've had my fair share of them to know what's what," Buffy added.

"Obviously not enough since I know Vail isn't lying," Angel snapped. Buffy blinked in surprise at his tone.

"We're just trying to help," Willow said hurriedly before they got into another argument. "We just think we should find out more about this Cyvus Vail guy before we have Connor go and kill some demon for him."

"I already know enough," Angel replied shortly before heading out the door, motioning for Connor to follow him. Connor hesitated.

"If I do this...will he leave my family alone?" Angel nodded once and Connor stood up, determined. "Then what are we waiting for?"

"Angel! Vail can't be trusted! On the day we took over Wolfram & Hart, he cast a huge..." Wesley attempted again to change his mind.

"Not now, Wesley," Angel snapped without slowing down. Tongue in cheek, Wesley seemed to almost shoot stakes at Angel's retreating back.

"We need to find out more about Vail and that spell," he stated evenly. Buffy and Willow nodded in agreement, though while Buffy and Wesley seemed angry and determined, Willow felt the slimy, awful appearance of dread hanging in the air.

_This isn't going to end well_...

* * *

Wesley wove his way through aisles of file cabinets with Illyria, Buffy, and Willow following him. The were in the basement archives of Wolfram & Hart files. It had only taken a few minutes after Angel had left for Wesley to remember Wolfram & Hart kept a record of every contract and deal they ever made down in the archives. So here they were, searching for something that would either put Angel in innocent light or one that would burn him up to itty bitty dust particles.

"You are so concerned with names, dates, times..." Illyria broke the silence as Wesley reached the file cabinet he was looking for. "What do you really expect to accomplish from this?"

"Reality's been changed," Wesley replied shortly as he opened the cabinet and began rifling through the files.

"Define change." Buffy rolled her eyes and reached below Wesley to search in the next drawer. Not finding what he was looking for, Wes shut the drawer and Buffy relinquished her spot to him.

"Now is not the time for a Modern Times lesson alright, Blueberry?" Buffy said. Illyria narrowed her eyes slightly but Willow slipped between them.

"Now also isn't the time to start a fight in a very tight, enclosed area," she commented, giving Buffy a pointed look. Sighing and rolling her eyes, Buffy turned back to Wesley, who was still rifling through files.

"Find anything yet?"

"No..." Another long silence followed before Illyria suddenly looked at Wesley with a curious expression on her face.

"Memories are important to you," she stated. Wesley didn't answer and Buffy smiled sarcastically.

"Wow. That was just the perfect thing to say...if we wanted to discuss something completely off topic." Illyria ignored her.

"Fred changed the moment her memory did." Wesley froze.

"Fred's memory was changed?" he asked softly, shock apparent. Illyria cocked her head to the side, studying his back.

"Does this change the way you feel about her? Is she the same person you once knew?" Wesley dropped his head to look at the file he held in his hand.

"What is it?" Willow asked as she saw his jaw drop open. Without answering, Wesley dropped the file and rushed out of the room. Illyria, Buffy, and Willow exchanged perturbed looks and looked down at the contract.

* * *

Alec sat on the edge of his hospital bed with the edginess of a kid about to get his first shot. He looked up when he heard the door open and his face lit up. Max greeted him with a smile of her own and affectionately ruffled his hair.

"Wondering when you were gonna come and check on your buddy Alec. Don't know what took you so long. But a certain blonde vampire comes to mind..." he teased. Max rolled her eyes.

"Please, that happened before your little rescue mission." Alec raised his eyebrows, which Max ignored. "Nah, I was just busy calling Logan and OC."

"Without me? Aw Max, you know how much I love to torture the fogy. You couldn't hold on til I got back?" Max gave him a false sympathetic look and used one hand to squeeze his cheeks, making his lips puff out.

"I'm sowy Awec. I didn't wealize Logan was so spwecial to you," she teased in a baby voice. "There's always next time." Alec grimaced.

"That's not funny," he mumbled through his puffed lips. Max laughed and gave him a quick peck on the cheek, removing her hand.

"So how's your leg?" she asked, sitting next to him on the bed.

"Fine. You know how bullet wounds are... 'cept I'd like to get outta here and these people won't let me."

"You have a hole in your leg, Alec. They can't just fill that up with clay and claim you're as good as new. It's called 'healing correctly'." Alec rolled his eyes.

"They already got the bullet out and it's all patched up. What is there left to do?" he retorted.

"A little something called rest." Alec smirked and gestured widely to the bed they were sitting on.

"I'm resting see? I'm on a bed...I'd just rather be on a king-sized one with extra puffy comforters and a hot girlfriend..." Max stood up with a laugh.

"And to that I say good luck and goodbye," she replied, heading for the door.

"Wait!" Max turned back to face him.

"What?" Alec adopted a look of helplessness.

"It's awfully hard to rest in a place that smells like pee...don't you think you could sneak me outta here? At the very least get an air freshener and tuck me in?" Max stared at him incredulously for a brief second before bursting out in laughter.

"Alright pretty boy, let's get your 'hot girlfriend' and I'll take you back to the hotel. You can tuck each other in 'cause I've got better things to do." She lifted Alec's arm onto her shoulder and wrapped her own arm around his waist.

"Yeah," Alec snorted. "Like Spike." Max dug her fingers into his rib cage. "Ow! It was just a joke Maxie!" Max smiled innocently at him.

"Oh, I know. My fingers just slipped." Alec scoffed but didn't retort.

* * *

"Open the doorway..."

Buffy recognized Angel's voice immediately and it sent a twist of emotions through her body. Swallowing the dread, she slowly crept forward with Willow, Wesley, and Illyria following her.

"...No need to bring back the past if we don't have to..."

Buffy didn't recognize this voice but as she peeked around the corner she quickly matched it with a creepy red demon with an IV of blood attached to his wrist and who was holding a glowy cube. She glanced over at Angel and saw that he was watching Connor fight a demon who could only be Sahjahn-judging by his appearance and the fact that he just punched Connor across the room-with a helpless expression on his face. Connor got back up and swung at Sahjahn only to be rewarded with a hit to his kidneys. Buffy winced in sympathyand turned to Willow.

_Now_, she mouthed.

Willow muttered a few choice words under her breath and Vail suddenly froze. Illyria stepped forward and lightly grasped the glowing cube, handing it over to Wesley. He stared at it silently and all three females noticed a muscle working in his jaw.

"Vail, open it n..." Angel's voice faltered as he turned around and Buffy looked up to meet his gaze, a stony expression on her face. He blinked in surprise before his eyes fell on the cube in Wesley's hands. "W-What are you doing here?"

"You sold us out to Wolfram & Hart," Wesley ground out.

"What...? No...Wes, give me that..." Angel approached him but Buffy quickly stepped in front of him.

"Don't make me do it," she said softly. Angel stared at her for a beat before looking back at Wesley.

"No, you don't understand..."

"Then explain it to me."

"Uh, guys? I don't know how long I can keep the spell up," Willow pointed out. The others ignored her.

"You changed the world," Wesley said, accusation lacing his tone. Angel sent Buffy a fleeting glance before locking onto Wesley's again.

"He's my son, Wesley. Connor's my son."

Buffy's eyes widened and she stumbled backwards, shock overwhelming her. Barely registering the fact that the others were still talking, she looked over at Connor and Sahjahn. Connor was still getting his butt whooped. Buffy brought her hands up to her forehead and finally got herself to look at Angel again. He was rushing towards Wesley with a desperate look on his face. Not understanding what happened, Buffy turned to Wes in a daze in time to see him smash the glowing cube.

A blast of bright yellow light sent her and the others flying across the room.

* * *

_I know when you're around, whether I see you or not, I feel you-inside-and it throws me._

_Throws me too._

_You bailed me out last night. I'd like us to be even._

_We're keeping score now._

_It's confusing. When we're apart it's easier. It hurts, every day. But I live with it. And now you're actually here, and I can reach out and...It's more than confusing. It's unbearable._

_But we have to bear, right? It doesn't work with us. It can't. _

_I can't give you a life, or a future, or anything a normal girl would want._

_No matter how much we miss each other. _

_Or what we feel in the moment. _

_I'm really sorry I kissed you like that. _

_You are?_

_Well, not for the kiss itself. _

_Good. I mean, 'cause as far as kisses go_ _that was well above average._

_It was incredible._

_You know, it's a good thing I didn't fantasize about you turning human only about ten zillion times because today would have been a real let down._

_It's a good sound. Thump-thump. Thump-thump. _

_It feels pretty amazing. _

_I'm so glad we didn't logic ourselves out of this. We'll make it work, right?_

_We will. _

_Angel? This is the first time I've ever really felt this way. _

_What way?_

_Just like I've always wanted to. Like a normal girl, falling asleep in the arms of her normal boyfriend. It's perfect. _

_Is he in trouble? Cordelia, what are we, in second grade here? Tell me!_

_Oh, you wanna talk about being mature? Maybe it's time you grew up and realized that you can't have everything. You can't have Angel and save the world. _

_I went to see the Oracles. I asked them to turn me back._

_What? Why?_

_Because now more than ever I know how much I love you. _

_No. No you didn't._

_If I stayed mortal then one of us will wind up dead, maybe both of us. You heard what Mohra said._

_Mohra's dead! We killed him._

_He said others would come. _

_They always come. And they always will. But that's my problem now, not yours. _

_No, I won't just stand by and let you fight, maybe die, alone. _

_Then we fight together. _

_So what? You just took a whole 24 hours to weigh the ups and downs of being a regular Joe and decided it was more fun being a superhero? _

_You know that's not it. How can we be together if the cost is your life, or the lives of others? _

_I understand. So what happens now?_

_The Oracles are giving us back the day. _

_When?_

_Another minute._

_A minute? No. No, it's not enough time! How am I supposed to go on with my life knowing what we had? What we could have had? _

_You won't. No one will know but me. _

_Everything we did._

_It never happened. _

_It did. It did. I know it did! I felt your heart beat...I'll never forget. I'll never forget. I'll never forget. I'll never forget..._

Buffy opened her eyes with a gasp. Quickly noting that her vision was blurry, she brought her palms up to her eyes and wiped away the tears. She stared at Angel with a mixture of shock and dismay. He visibly swallowed when his eyes suddenly widened and he scrambled to his feet.

"Connor..." he said softly, rushing to the doorway.

Buffy got unsteadily to her feet and looked over at the others. Wesley had the exact same expression as her and was staring blankly in shock at Angel's back.

"Buffy..." Willow's voice sounded thicker than usual and she seemed to be at a loss for words. She didn't know. She couldn't. With one last fleeting glance at Angel, Buffy rushed out of the room.

**A/N-This is a very short chapter, I know, but I didn't want to get into the next part yet. Plus I'll be adding more well-known and loved characters...(three guesses who...hehe) Review please! **

**satelliteblues21-Lol, thanks ;o) I'm always unsure about writing dialogue for British people so it means a lot to know that it doesn't suck...hehe. **

**CharmingAngel-Thanks ;o) Don't worry, I promise the update wait won't be as long again. **

**Doza-Lol, thanks ;o) I'll see what I can do about the Connor/Max fight but it's not definite. I'll be sure to check out your new story, too :o) **

**screaminheathen69-Thanks ;o) Good to know :o)**

**meri24-Thanks ;o) Those kinds of fight scenes are always fun to write.**

**rabid squirrel-Lol, thanks ;o) That's alright, I've gotten a few fics confused with each other too :o) **


	23. Chapter Twenty Two

Chapter Twenty Two

Relishing the warmth of the coffee cup she held in her hands, Buffy barely spared her ringing cell phone a glance. She felt numb inside. Crying for about two hours straight will do that to you. She had splashed water on her face to diminish the redness around her eyes. It didn't do much but it was enough for her to go out. She couldn't stay in her hotel room, so she decided to wander the streets of LA until she found a decent looking Café. Huddled on a sofa in the back of one that she couldn't remember the name of, Buffy was debating whether or not to hurl her cell phone against the wall if it didn't stop ringing.

"You gonna answer that?"

Buffy's brow furrowed as she tried to place where she'd heard that voice before. It took her a split second before her eyes widened and she dropped her cup with a soft clank against a saucer and enveloped the man in a warm, desperate hug.

"Xander? What're you doing here?" she cried out.

"Thought it was about time I came and visited the gang," he wheezed.

"What's wrong with your voice?" Buffy asked without actually releasing him.

"I think you're crushing his lungs," another familiar voice responded. Buffy immediately let go of Xander and turned to the other person.

"Oz?" Not waiting for actual confirmation, Buffy wrapped her arms around him. He gave her a friendly pat on the back before Buffy pulled away.

"Seriously, what are you guys doing here?" she asked again, unable to keep the ridiculously huge smile off her face.

"Like the Xan-Man said, visiting," Oz replied with a small nod of his head.

"Yeah, all that hot sun of Africa and being with a bunch of slayers working out and sweating just isn't as much as fun as it used to be," Xander added. Buffy quirked a disbelieving eyebrow at him. "Alright so I still love it, but I missed you and the others more."

"He was pretty broken up about leaving," Oz commented. Xander discreetly elbowed him, causing Oz to smirk. "But I think having Xana along for the ride helped soften the blow." Buffy's brow furrowed.

"Xana?"

Xander smiled nervously. "She's a..."

"'Good friend' of his," Oz interrupted with mocking quotation gestures.

"Translation: Possible girl for smoochies?" Buffy teased. Xander plastered a fake smile on his face and jumped up and down with even faker enthusiasm.

"Oh goodie, it's time for Make Fun of the Carpenter for Liking a Transgenic! Whoever says the best jibe gets a special treat." He gave Buffy and Oz a pointed look. Buffy laughed and gave him another hug.

"I missed you guys," she said softly into his chest, holding on longer than before. Xander gently pulled away and looked into her eyes.

"Either having us here is actually bumming you out or the apocalypse-y goodness is really wearing you down. And as I like to believe in my ability to be loved by all, I'm gonna go with the apocalypse thing." Buffy's surprise at his statement was shown clearly on her face.

"How did you..."

"Willow," Oz answered simply. "We called your hotel room when we landed and she told us what happened."

"I'm hurt, Buffy. I would've thought impending doom would warrant at least a heads up over in ol' Africa." Buffy gave him a weak smile. Xander's brow furrowed. "Something else going on? Don't tell me Dead Boy's gone and lost that soul of his or anything..." Xander noticed the sudden distant look in Buffy's eyes and exchanged a look with Oz. "What'd he do now?"

* * *

Willow sat cross-legged on the edge of her bed, staring at the phone in front of her with a worried frown. Oz and Xander were here. Oz. Here. In LA. While elated happiness had been her first emotion, insecurity was quickly becoming her second. She hadn't spoken to him in about four years. Not since he left Sunnydale for good when he found out about her and Tara.

_Tara. _

A pang of grief gripped her heart. She still and always would miss her. Yeah, she was with Kennedy now, but no one could replace Tara. She was the first woman Willow had ever loved. She'd been her light when all she felt was dark.

Willow sighed and ran a hand through her hair, her insecurity quickly mounting as she realized Oz didn't even know about what she had done in Sunnydale a year and a half ago, unless Xander had told him. Though he knew what it was like to have a power he couldn't control, Oz had never fully given into his wolf side. She had no idea how well he could control it now, not having spoken with him in so long. But before he left the last time, they had both realized that the thing that brought the wolf out of him was her. Was that still true? Or could they finally be around each other without a proverbial full moon hanging over them? There were so many questions Willow wanted the answers to. But the only way to get them would be to actually see Oz in person. She wouldn't find what she was looking for by just talking to him on the phone.

The sound of the door opening to the hotel room startled Willow out of her reverie. Kennedy walked in and gave Willow a smile.

"Hey. Have you been sitting in here the entire time I was gone?" she asked, seemingly amused. Willow smiled back weakly and shrugged.

"I was trying to find Buffy or at least get in contact with her over the phone. And apparently I'm not the only one, Angel's been calling at least three times every hour since yesterday." Kennedy rolled her eyes.

"That guy just won't get a clue, huh? There's such a thing as giving a girl some space."

"He's just worried about her," Willow defended quietly. Kennedy cocked an eyebrow at her. "What?"

"You're defending him," she stated bluntly. Willow fidgeted uncomfortably.

"Well...I'm not sure what Buffy remembered after the glowy cube thingy went caplooey...but I know what I did. Connor is Angel's son. And apparently I met him last year when I went to restore Angel's soul in...here, LA." Kennedy nodded.

"I know, you told me already. But what I don't get is why you think Angel should be defended for what he did."

"That's just the thing! All I know is what Wesley and Angel told me...Angel had his son given fake memories so he wouldn't remember how awful his life had been. He'd been at the breaking point, wanting to kill himself, Angel, and Cordelia. It was the only way Angel would take over Wolfram & Hart. If it were my kid, I'd probably do the same thing. Since I haven't seen Buffy in the last 24 hours, I have no idea what has been changed in her mind or what she now remembers. So until I'm given a reliable and incriminating reason for me to be against Angel, yeah, I'll be defending him." Kennedy just stared at her, slightly surprised at her outburst. Willow exhaled slowly and her eyes fell on the phone on her bed again. "There's something else I need to tell you..."

"What?" Kennedy asked, her wariness evident on her face.

"Um...I just got a call from Xander," Willow began, but then found herself hesitating. "He just arrived in Los Angeles."

"And?" Kennedy prompted impatiently. "That's good right? He'll be able to call in more slayers to help us."

"Uh, yeah," Willow agreed quickly.

"Willow, spit it out. I know there's more for you to tell me. It'll be easier if you just say it straight out." Willow took a deep breath before complying.

"Well, Xander didn't come alone. He's with a transgenic named Xana..."

"You mean he's got a girlfriend? He finally got over Anya?" Kennedy interrupted. Willow fidgeted uncomfortably, but she felt the need to say it.

"I don't think he'll ever 'get over' Anya," she pointed out softly. Kennedy's face scrunched in confusion.

"I-I know, Will. I just meant that it's great that he's moved on. You can't dwell on the past forever, right?" Willow felt something inside her clench painfully as Kennedy's words hit home. She blinked a few times to keep her eyes from filling up and she looked straight into her face.

"Sometimes we can't help but remember people we've lost in the past. It's better to miss and grieve over them than to forget them completely," she stated, hardly noticing the angry edge that was lacing her tone. Kennedy looked taken aback.

"I'm sorry, Willow. That's not what I..." Willow gave a shake of her head.

"Forget it," she replied shortly as she grabbed her coat out of the closet. "I'm gonna go for a walk. I need to find Buffy...find out if she's okay." She headed for the door.

"Wait, Will! I'm..." Willow stepped out of the room and was about to close the door when she poked her head back in for a second.

"Oh, and Oz also camewith Xander," she explained quickly before shutting the door completely, not waiting to see what Kennedy's reaction was, though if she remembered everything that Willow had told her, then she wouldn't be the only insecure one.

* * *

Angel stared blankly at the pregnant woman. He knew that she had spoken with demons called the Fell Brethren that claim her baby is some kind of holy one talked about in a prophecy. But she wasn't Wolfram & Hart's new client, the bald, uneven grey-green skinned demons with hooded black robes sitting next to her were. He glanced over at Gunn, who was newly back to work and dressed in a sweatshirt and baggy jeans, not the usual suit. He was flipping through the contract that the demons wanted the woman, Amanda, to sign. Angel turned his attention back to the conversations the demons were having with her and quickly wished he hadn't.

"Are you taking the black cohosh we sent?" one of the demons asked. Amanda nodded with a small smile. "Lovely. Bipmep cut some articles out of 'Fit Pregnancy'. We'll be sure to send those along." He gave her a smile of his own that made Angel want to grimace. He started to say something but the words that came out of Gunn's mouth stopped him.

"Gordabach?" he questioned, his voice gaining a slight edge. One of the demons sent him an irritated look and gave a wave of his hand as if it were nothing.

"Yes, Gordabach. Just sign the papers, dear," he added to Amanda. Gunn ignored him and continued reading.

"It says 'On the eve of his 13th year, he will be prepared for the rites of Gordabach'. Amanda...it's a ritual sacri..."

"Whose lawyer are you!" The demon shrieked, pounding his fists on the table. Before anyone could respond to his outburst, the conference doors suddenly slammed open. Angel's eyes widened in surprise as Buffy strode in with a very pissed off expression on her face.

"I need to talk to you. _Now_," she snarled. Angel swallowed.

"I'm kinda in the middle of something," he protested lamely. Buffy's eyes blazed up a notch.

"Does it look like I care?" she snapped heatedly. Angel sighed and quickly excused himself from the others. Buffy led him out of the room and into a deserted hallway. When she turned to face him again, Angel cringed inwardly at the venomous expression on her face.

"Listen, Buffy, I..." his words were quickly cut off as Buffy slapped him. He brought his hand up to his cheek and stared at her in surprise. Her lower lip was trembling.

"How could you do that to me?" she asked softly. Then she suddenly gave him a hard shove against the wall. "How could you do that to me! What gives you the right?"

"Buffy, please..."

"No! I don't owe you anything! You violated my mind, Angel! You can't be the only one to decide what I remember and what I don't!"

"It was out of my control!" Angel argued. Buffy scoffed loudly and turned away. "You said it yourself! How could you go on living your life knowing what had happened that day?" Buffy whipped back around.

"I wasn't even given the chance, was I?" she shot back. "How do you know what would've happened? You'd broken my heart before and somehow, I survived! What makes that day any different?"

"I was human," Angel reminded her softly. "You may not like to think it right now, but I know some part of you realizes how big of a difference that makes it."

"Well, yeah. But excuse me for my ignorance. See, I've only just _remembered_ what the hell happened!"

"Buffy, I'm sorry...You have to believe me..."

Buffy brought her shaking hands up to her forehead as her lower lip began to tremble even more. She shook her head back and forth, as if she didn't want to hear his voice anymore. Angel felt his own eyes welling up at the sight of her like that, and he reached forward to comfort her. His actions were rewarded with a punch to his face that sent him reeling into the wall again.

"Don't. Touch. Me," Buffy snarled. Angel brought his hand up to his jaw, trying to quell the throbbing. Tears were streaming down Buffy's face. When she spoke again, her voice was barely above a whisper. "And...you have a son..."

"Buffy..."

She let out short, derisive laugh and trained her gaze on Angel's feet. "See...I like to think I'm pretty much an expert on vampires considering my job description. They die from stakes to the heart and fire, most are completely ruthless and evil to the core, you won't see 'em tanning on a beach anytime soon...But there's something else. Something a certain _vampire with a soul_ once told me. Now what was it? Oh yeah. _Vampires can't have children!_" Angel winced at the sheer volume of her voice.

"They can't," he agreed. Buffy's face darkened.

"Don't even try denying it. I know what I heard. You can't fake-lie your way out of this one. Connor's your son. How he's already like 20 years old, I don't get. Either you did a damn good job at hiding yet another skeleton in your closet from me, or I'll go with that last bit of faith I have in you and say it happened pretty recently and something mystical decided to butt it's way in and mix things up." Angel could only nod. Buffy's jaw tightened. "Which one is it?"

"Bit of both, I guess," Angel replied. Buffy nodded slowly and took a few steps back from him.

"Figures," she muttered coldly.

"Buffy, just give me a chance to explain. You still don't know the whole story..." Buffy's head snapped up at that comment.

"What? Are you saying not all of my memories of that day were returned to me?" she growled.

"I don't know," Angel replied softly. "What do you remember?" Buffy bit her lip, trying futilely to stop the oncoming flood of new tears.

"Everything." Angel's chest constricted painfully.

"Buffy...I'm am so, so sorry...Please, just tell me what I can do..."

"To what? Ease the pain? Angel, you erased the day you became _human_. The day that we...that we...we finally..." Buffy closed her eyes in pain and began to sob uncontrollably.

"Buffy," Angel began softly, reaching out to her again, but she flinched away.

"Angel, you don't get it. I loved you, more than I've loved anything in this lifetime, and in less than ten minutes I find out that I was actually able to express that love to you in a way that didn't result in you going psychotic, and not only have you apparently moved on from that, you've found a way to have a son. A son you never even thought to tell me about. You've said before, your life here in Los Angeles has been busy. But something that drastic shouldn't matter...I'm sorry, Angel, but I can't...I can't be around you. Now more than ever I realize how much I love you. And we both know it can't work. There's an apocalypse coming up. I won't be abandoning my job on account of my feelings. I intend to fight, but after that...I'm going home. And we can forget everything that happened. Just like you wanted." She started to turn away.

"Buffy, wait..." Angel began but she silenced him by raising her hand just inches from his lips.

"Angel, please...just let it go..." With that, Buffy quickly hurried down the hallway, not giving him another glance.

* * *

Angel took a while to finally collect himself, letting thoughts run through his mind before coming to a decision. When he returned to the conference room, his face was a stony mask. Gunn was outside in the lobby arguing with the demons.

"You think we can't protect her?" he yelled.

"The Fell are everywhere! We are a force of nature," one of the demons argued back.

"Gunn," Angel interrupted tonelessly before Gunn could spout another retort. "The baby belongs to the Fell Brethren." Gunn opened his mouth to protest but Angel ignored him and turned to the demons, motioning for them to follow him back into the conference room.

"Angel. What are you doing?" Gunn asked incredulously.

"What we're supposed to be doing," Angel replied coldly over his shoulder without slowing down. "Serving our clients." With that, he shut the doors behind him, leaving Gunn in the lobby with an astonished expression on his face. Neither man noticed that Spike, Jondy, and Krit had seen the whole thing.

"Question," Krit whispered under his breath to Jondy and Spike. "Does that qualify as Angel doing something stupid?" Spike grimaced.

"I'd say so," he muttered, staring darkly at Angel's closed office doors. Jondy nodded her agreement and reached across her desk for her cell phone.

"We better call Max and Buffy..."

* * *

Max walked down the street at a brisk pace. Knowing she should be thinking of more complicated thoughts than just wanting her motorcycle back so she'd be able to get to places a lot quicker without having to resort to blurring, she tried to focus on the reason she was heading towards Wolfram & Hart in the first place. First Willow had called her and filled her in on Buffy's memory revelation situation, making Max realize it was only a matter of time before Buffy confronted Angel. Then Jondy called informing her of Angel's change of behavior. Either Buffy chewed him out and he's just moping in the worst way, or something much darker is starting to happen.

When she finally reached Wolfram & Hart, she was completely frazzled and gripped the door handle with more force than she meant to. Half of it snapped off into her hand. She stared at it in surprise, her action not quite registering yet.

"Um...that'll still open right?" a female voice asked from behind her. Max sent the woman a quick glance and a sheepish smile. Then she did a double take and dropped the broken handle, staring at the woman wide-eyed.

"Xana?" The woman grinned and the two transgenics embraced.

"Hey Max. How's it going?"

"Too complicated of a question. Ask another," Max replied smirking.

"Alright...What are you doing here?"

"I was gonna ask you the same thing. Willow told me Xander and Oz brought along a transgenic with them from Africa, I didn't know it was you. How do you even know them?"

"Zane," Xana answered simply. Max's grin broadened.

"I forgot he was helping out there..." Off Xana's disbelieving look she added, "We've been busy over here. Sometime soon I'll have to fill you in but right now I gotta meet with the others." Xana nodded in understanding and reached around Max, pulling open the partly broken door and motioned her inside first.

"Then lead the way, sister," she said with a teasing smile.

* * *

Alec absently fiddled with the zipper on his jacket, feeling like he had to fill the silence somehow. Krit glanced over at him with an eyebrow raised.

"Is that your way of thinking now? But I guess I probably shouldn't complain, it won't happen often will it?" Alec rolled his eyes but released his zipper.

"That didn't take long," Faith muttered.

"So!" Alec stated loudly. "This little meeting is supposed to inform everyone on the current situation involving Angel and if he's getting his evil on or if he's just moping 'cause Buffy's pissed, so how does insulting me help with this?" Max rolled her eyes.

"Guess we just don't know what do to. I'm still waiting for the new load of transgenics from Seattle and anywhere else. Speaking of which, we need to find Buffy. I'm not in any position to order her friends Xander, Oz, and whoever else to get more slayers over here, which I think everyone agrees is becoming a necessity." The others nodded.

"So first things first," Spike added. "Find Buffy and hope she's not in broken mode." Max winced and noticed a dark gleam was in Spike's eyes. Without having to ask she knew he was feeling less than friendly towards the other souled vampire. Nice to know whose side he was on.

"Well it's dark now, so it's safe to say we can move freely without worrying about some nosy gawker," Xana commented.

"We all heading out then? Search but Not Destroy?" Jondy suggested. Max quickly shook her head.

"You and Krit stay here at Wolfram & Hart to keep an eye on Angel. Xana, you should go meet up with Xander and Oz in case Buffy's with them. Faith and Alec, go to the hotel. Talk to Kennedy and Willow and see if Buffy goes back to her room. Spike..." She waited until his eyes were locked with hers. "You've known her longer than all of us so you do your own thing. With luck, you'll probably find her first." Spike gave her a small grateful smile.

"What about you?" Faith asked. Max grimaced.

"I gotta go talk to Illyria. Our little fighting sessions are gonna have to end...It's a shame, I was just starting to like 'em."

"You have to actually tell her?" Krit asked. "You're not gonna just blow 'em off?" Max shook her head.

"Nah...I think I'll be less Bitchy Max and more Leader Max." Alec rolled his eyes.

"Great, 'cause ya know we all love her," he muttered sarcastically. Max smacked him upside the head without missing a beat.

* * *

The chilly air was creeping up Buffy's spine, making her shiver. Winter nights in Los Angeles had never been that fun, especially given her current circumstances. Pulling her coat tighter around her body, Buffy absently kicked a partially squashed coke can across the street. She glanced uninterestedly at a graveyard to her right.

_Maybe some late night slaying will help me feel better_...she thought. She slowed her pace, debating whether or not she should, when she felt a prickly sensation on the base of her neck, universal sign for There's a Demon Close By. She let her gaze roam over the cemetery, loosely gripping her stake when her eyes fell on a familiar head of bright blonde hair. Smiling slightly despite herself, Buffy tucked the stake back in her coat and waited for Spike to reach her.

"I was wondering who would be the one to find me," she stated. "What took ya so long?" Spike smirked.

"Coulda found you sooner, but Mr. Sunshine had something to say about that," he replied, matter-of-fact. Buffy nodded.

"True, I guess." Spike raised both eyebrows expectantly at her when she didn't continue. She gave him an innocent look. "What?" Spike rolled his eyes.

"Don't try it, pet. We all know you got some memory voodoo done to you by Angel. What, we don't know, but as I can be a very persuasive man, I figure I'll have you talking in less than five minutes." Buffy sighed heavily.

"Spike, you don't..."

"Ah!" He quickly interrupted, holding up a finger. "Wanna bet? 'Cause I could use a little cash..." Another smile played at the corner of Buffy's lips. Spike returned it. "Knew I could get a grin." Sighing again, Buffy walked over to a nearby bench and sat down.

"I'm beyond tired, Spike, so this True Confessions thing we're about to do can't reach the ears of the others without a little tweaking. My resolve is supposed to last longer than this..."

"Not your fault, I'm ridiculously charming," Spike replied happily as he took a seat next to her.

"Okay, here it is..." Buffy began, fidgeting slightly with her hands before continuing. "Remember the year after Angel left Sunnydale he came back for a few days without telling me?" Spike nodded with a neutral expression on his face. "Well, when I went to Los Angeles to yell at him...Something really...huge...happened." Spike's brow furrowed but he didn't comment, knowing she would eventually explain. "Angel became human." Spike's lips parted slightly in surprise.

"And you and he..." Spike trailed off, not wanting to actually say it out loud. Buffy averted her eyes from him and nodded. Spike scratched the back of his head and inhaled slowly. "I may regret asking this in the future but, what happened next?"

Tears began to make their way to Buffy's eyes as the memories flashed through her mind for the gazillionth time and she took a shaky breath before continuing.

"The demon that turned Angel human almost killed him, which made him realize that if he stayed human then one or both us may die...or least that's what the Oracles told him. So he...he..." Realizing she was near breaking point, Spike wrapped his arm around her shoulders. Buffy's voice cracked as she leaned into Spike's chest. "He turned back time. He erased it, Spike! How can he say he loves me if he doesn't even want what happened to actually be real?" Unable to come up with a reasonable answer without insulting Angel in a string of swear words, Spike continued to hold Buffy in his arms as she sobbed uncontrollably.

**A/N-As I was writing this chapter I realized I hadn't had a scene with just Spike and Buffy in a while...Anyway, sorry for the long wait. My muse got stuck thanks to the mother load of homework...I'll try to make the next update faster but with the way things are going I can't guarantee anything :o(**

**Doza-Thanks ;o) Angel definitely had to endure a few slaps...hehe. And you're right, things are drawing to a close but I think there's still about 5-10 chapters left, I can't say for sure...**

**meri24-Lol, thanks ;o) I'm really glad you're enjoying this fic. **

**rabid squirrel-Thanks ;o) Me and my brother are kinda like that too :o)**

**satelliteblues21-Thanks ;o) As long as you review eventually it's great :o) More plot twists to come! Hehe. **

**screaminheathen69-Thanks ;o) I'm glad you liked it :o) **


	24. Chapter Twenty Three

Chapter Twenty Three

Careful to keep eye contact with as much people as she could, Buffy waited for the others to voice their opinion. She'd just told what she had remembered once Vail's cube was broken so those that hadn't already heard it knew what had happened. But she didn't want them to think she was going to pine over it for forever. The apocalypse was officially taking the number one spot in her priorities, especially after she found out about Angel's change of behavior. And with that news came a healthy wave of guilt.

"So what's the plan?" Faith asked, swinging her legs over the side of the bed to fully face Buffy. "Max already called in reinforcements from Seattle but there's at least three other places we should probably give a ring-ding, don't ya think?"

"You're talking about Rome, Brazil, and Africa, right?" Alec questioned. Faith nodded. He turned to Willow, Kennedy, Xander, and Oz. "Who'd you leave in charge at your bases?" Xander and Oz exchanged a look while Willow purposefully ignored Kennedy.

"We left Zane and a slayer in charge," Oz answered. Willow glanced at him but then quickly averted her eyes, as if guilty of the action. "Can't remember the name though..." Oz smirked uncomfortably.

"It's on the tip of my tongue..." Xander held up a finger for silence as he tried to remember. Spike rolled his eyes and gave his attention to Willow.

"Do you have a better memory than Alzheimer's boy here?" Xander glared at him but Willow spoke before he could retort.

"Um...yeah. Tatyana and Deryc." Kennedy visibly bit the inside of her cheek in irritation. Krit cocked an eyebrow at her.

"Something wrong?" Kennedy glanced at Willow, who was still ignoring her, and then back to Krit.

"No...Well, it's just...nothing..." The others gave her doubtful looks but she just turned her gaze to the carpet.

"Wait, Deryc is in Brazil?" Xana asked incredulously. Willow nodded slowly, not quite sure why she wanted to know.

"His designation's 538, right?" Alec interrupted abruptly. Xana just nodded. "Yours is 539."

"Deryc's your brother?" Max questioned, surprised. Xana nodded again.

"Oh thank god," Xander muttered. The others turned to look at him. His eyes widened slightly. "Thank god there's...room service! Who's hungry?" His face split into a wide, embarrassed grin.

"I'll help you order," Oz offered quickly as Xander grabbed the phone.

"Um...guys? We can just go to a diner downstairs," Buffy explained. "But right now we have other things to talk about."

"Really? I'm actually feeling kinda hungry myself," Faith replied. Buffy gave her a look. "What? The world will still be undergoing impending doom in an hour or two."

"Personally, I think better with a stomach full of food," Alec added. "Maybe a margarita..." His eyes slid over to Faith, who rolled her eyes.

"Marissa!" Xander suddenly shouted, thumping his forehead with his palm. "That's what the slayer's name is!" He turned smugly to Spike. "Told you I could remember it."

"Yeah, your memory is what everyone should count on in impending situations such as remembering a little girl's name. Can't survive without you," Spike retorted flatly.

"Now, now children, play nice," Max commented giving Spike's arm a squeeze and a pointed look.

"Alright, let's just go eat something," Buffy said. "We'll figure out more later..."

* * *

Willow fidgeted uncomfortably with her napkin, eyes darting around the room. Oz watched her with a mixture of concern and amusement. When she started fiddling with her spoon a small smirk spread across his face. He couldn't stop himself from letting out a soft laugh when she accidentally dropped it with a loud clang on her empty plate. She jumped in surprise and two bright pink spots began to appear on her cheeks. Oz opened his mouth to say something when he suddenly felt someone's eyes on him. He glanced away from Willow to the brunette sitting a few seats away from her. Kennedy. His smirk slowly left his face as she seemed to be silently debating whether or not she should gouge his eyes out. Not wanting to give her any further incentive, he turned his attention away from Willow and settled back in his chair.

Sudden elbow jabs to both of his sides made Oz give a small yelp of pain. He glanced back and forth between Xander and Buffy, but they weren't looking at him.

"I'm gonna go check out the bar," Xander stated loudly. Oz just looked at him in confusion. Then Xander gave him, Willow, and Buffy a huge grin. "Come with me?" Buffy's smile creepily mirrored his.

"Yes, let's," she replied in the same loud voice. "Come on Will." She stood up and grabbed Willow's arm, dragging her along. Willow's eyes widened in surprise and for the first time locked onto Oz's. He felt a slight tingle go through his body and found himself unable to look away. Then he felt Xander tugging on him too.

"Come on, bars in hotels are always fun. Remember that time I was a bartender? But it wasn't in a hotel and sure, some of the customer's went B.C. and grew a bunch of extra hairs and lost a few IQ points..."

Knowing what they were doing, Oz opened his mouth to make up an excuse when Faith and Max suddenly invaded Kennedy's space. They didn't want her to interrupt, which she seemed about to do.

Buffy and Xander dragged him and Willow across the room towards the exit. Oz's brow furrowed.

"But the bar's that way..." he pointed out. Buffy rolled her eyes. Once they were outside the diner and into the lobby, she and Xander suddenly stopped and released their holds.

"Alrighty, you two sit here for a bit and get reacquainted," Xander ordered.

"You haven't spoken in a while and with the apocalypse coming up we can't have any weird tension going on," Buffy added. Oz and Willow stared at them in disbelief. Realizing the hypocriticness of that statement she quickly said, "At least not as much anyway..."

"W-what? You're just gonna force us together?" Willow asked, fear starting to grip her like a vice.

"That's right," Buffy replied cheerily. Xander looked down at his watch.

"And we've only got an hour or two left before we gotta get back to work so you better get crackin'." Without another word, they quickly left towards the diner. Willow and Oz stared, dumbfounded, at their retreating backs. As awkward silence began to settle in, Oz turned to Willow and silently motioned for her to follow him to a sofa.

They sat at complete opposite sides, facing each other but not really meeting eyes. Taking a deep breath, Willow decided to finally break the silence.

"So...how ya been?" she asked lamely, a weak smile finding its way onto her lips. Oz smiled, causing a few waves of relief to make their way through Willow's body.

"I've been alright. You?" The relief suddenly froze as her nervousness completely overtook it. She laughed uncomfortably and gave a dismissive wave of her hand.

"Oh...you know..." Oz cocked an eyebrow at her. "Good. I'm uh...good. Peachy with a side of keen...that's me." Another shaky laugh escaped her lips. "I mean, until this whole apocalypse thingy came up, of course. Not like I get yah-yahs from other people's misery...At least not anymore." Her eyes widened in astonishment and she added quickly, "Not that I ever did, of course! I was _never _evil. No, I'm a good girl. Just a regular witch. Er, uh..." Oz startled her by laughing softly. She gawked at him. "Are you laughing at me?"

"Just a little bit," he replied, giving her a lopsided grin. Willow sucked in her cheeks and averted her eyes sullenly. "Sorry. But you don't have to cover. I know what happened when Tara died." Willow immediately looked at him in surprise as she felt her body stiffen. Oz winced. "I didn't mean for that to sound...blatant. I just wanted to get it out in the open."

"It's fine..." Willow assured softly. "Did Xander tell you?" Oz nodded. "How exactly did he describe my...evilness?"

"Black. Veiny." Willow grimaced. "Goal-oriented."

"Not the best way to put my wanting to kill billions of people." Oz shrugged.

"Just trying to lighten the mood." Willow scoffed.

"When people start discussing that part of my life, the mood isn't really light-up-able."

"Can't blame a guy for trying." The corners of Willow's quirked up an inch. "So Xander saved the world, huh?" She nodded confirmation. "Wow. Well, 'bout time. Bet Anya was proud of him."

"You know about him and Anya?" Oz nodded.

"Though I was only there for a little bit when I came to see you, I did get an eye-full of their relationship. Plus hanging out in Africa with him for almost a year let me have the inside information." A disturbed expression appeared on his face. "Something I'm not really sure I liked having the privilege of..."

"So then you know that she..." Oz nodded again before she could finish. A sad silence fell between them. "I think the point of Xander and Buffy putting us together was so we could talk about us, not them."

"Not sure it matters, as long as we get through an hour or so together without me getting hairy or either of us getting too uncomfortable." Willow smiled in response. "So you're with Kennedy now?" The smile faltered.

"And we were so close with the not being uncomfortable." Oz shook his head.

"Not if we count the first few minutes we were sitting here," he retorted. Willow sighed.

"Yeah, I'm with Kennedy. How 'bout you? You got some special lady friend? Or wolf friend?" Oz shook his head again. "Oh." Oz opened his mouth to say something else with the sound of rapid footsteps approaching stopped him. "Kennedy. Hi." Willow abruptly got off the couch while Oz stayed where he was. Kennedy glared at both of them, her hands curled into rigid fists at her sides.

"I make one remark on how it's about time Xander moved on and you take it personally. I try to apologize but you won't speak to me. Or even spare me a glance. And don't try using that 'you wouldn't understand' spiel. The only reason for me not understanding is because you aren't explaining it to me. I realize you and dog-boy here have a history, but you're my girlfriend. I think you at least owe me some sort of explanation on why you've been giving me the cold shoulder all of a sudden before you start trying to 'catch up on things'."

Oz carefully got off the couch, but once again his attempt to speak was interrupted as more hurried footsteps approached.

"Sorry," Max stated quickly as she made her way over to the sofa, followed closely by Spike, Faith, Alec, Buffy, and Xander. "It was Spike's fault." Spike gave her an incredulous look.

"And Alec's," Faith added. Alec's reaction mirrored Spike's.

"Their fault that what?" Willow asked, slightly bewildered.

"That Max and Faith got distracted by their whispered sweet nothings," Buffy replied. Kennedy rolled her eyes impatiently while Max and Faith's faces turned bright shades of pink.

"They were trying to keep me from coming out here," Kennedy snapped.

"We were just talking," Oz finally managed to get out.

"See? I told you that's all they were doing," Xander exclaimed. Kennedy glared heatedly at him. "What? Don't take it out on us just because you can't trust your girlfriend."

"I completely have faith in her," Kennedy growled. "How can you accuse me of something like that? She's out here with her _ex-boyfriend_, alright? That gives me the right to be a little worried."

"Not really," Willow stated flatly. Kennedy faltered.

"W-what?" Oz and the others slowly began to slink back towards the diner.

"Kennedy, you don't have the right to be worried because there's nothing to be worried _about_. Yes, Oz is my ex-boyfriend, but we haven't seen each other in a while, and if we're going to be fighting this thing together we can't have any awkwardness between us. At least, not as much. And in response to your reaction to my being angry with you, don't push it." Kennedy blinked. "You said something that really upset me and I just need a little more time to sort through it, alright? Can you give me that?" Kennedy took a moment to answer. She slowly shook her head in disbelief.

"I wanna help you, Will...but how can I do that if you don't want to be around me?"

"That's not what I said..."

"But it's what you mean, isn't it? We're partners, we should figure out things together."

"Not when what's bothering one of us is the other. If you don't get that..." Willow sighed heavily. "I think I need a break." Kennedy let out a scornful laugh.

"A break? In the middle of the apocalypse? Are you insane?" Willow just looked at her. "W-Willow...what're you...Why are you deciding this all of a sudden? Nothing's changed..." Willow shook her head sadly.

"Things changed a long time ago. They haven't been right for a while..." Kennedy swallowed a sudden lump in her throat, unable to say anything else. Without another word, she stiffly exited the lobby. Willow tearfully watched her go before heading back into the diner.

* * *

"So much for not wanting awkwardness, huh?" Alec commented as Willow arrived at the table. Max gave him a swift kick out of sight. He quickly retorted with a kick of his own. They sent each other scathing looks as they both rubbed their new injuries. Willow barely noticed.

"I just wanted to tell you guys that I'll be up in my room. I need to think about some things," she said softly, not meeting anyone's gazes.

"Do you want someone to go with you?" Buffy asked, concern seeping into her voice. Willow shook her head.

"No, I'll be fine. Just fill me in on whatever plans you'll have later. I'll help in what ways I can." She lifted her eyes from the tablecloth for a split second, meeting Oz's blank expression. But she could still see a troubled look in his eyes. She managed a weak smile meant to comfort her friends, but she knew it didn't work.

A long silence hung in the air after Willow had left. Xander was uncomfortably fiddling with his watch. When he finally looked up he saw that the others were all looking at him and Buffy, who was staring fixedly at her knife and fork with a frown marring her features.

"Okay so maybe distracting Kennedy while Willow and Oz had a talk when their relationship was already on the rocks wasn't the smartest idea we've had, but it's not like we knew _this _would happen," Xander tried to defend himself. Spike shook his head.

"Don't get your panties in a wad, wet head," he retorted. Xander scowled. "Things haven't really been going that well for those two anyhow. The worst thing you two did was just add one more lick of gasoline to fuel the fire. So don't beat yourself up, it'll take the fun out of it when someone else does it for you."

"How would _you _know their relationship was going downhill?" Xander spat angrily.

"Because I have eyes, carpenter," Spike growled back. "And I_ have_ been around them more lately since you went off to Africa to analyze monkey dung and watch gazelles leaping through meadows."

"That's not what I was doing!" Xander cried indignantly. "I was getting together newly-appointed slayers while _you_ were off playing undead mercenary for Evil, Inc. You didn't even bother to tell any of us you were actually back, not even the woman who for some insane reason thinks you're quite the catch! Gee, could it be you were just too ashamed to show how yet another 'soul-having' vampire had once again let down the woman he claims to care about so he can freely go over to the dark side without considering what his 'conscious' might say whenever he knowingly lets another innocent person die?"

"Dark side? Been watching _Star Wars _again, have you?" Spike taunted with a malicious grin.

"Shut up, Spike!"

"Snappy retort, ponce. Been practicing that one in a mirror?"

"At least I can see myself if I look in one," Xander replied scathingly. Spike's jaw tightened and his eyes flashed gold.

"Stop it!" Buffy cried out, standing up so fast that her chair toppled over with a loud clang. Anyone who hadn't already been looking over at them once Xander and Spike were shouting at each other now had their gazes fixed, astonished, at their table. "This is neither the time or the place to get into yet _another _of your ridiculous pissing contests! People are going to die! And our team is frayed enough as it is! If you want to completely break us up than you might as well head over to Wolfram & Hart! I'm sure they've already got plenty of ideas on the subject!" As she took a deep breath to try and calm down, she only just realized that the diner had gone completely quiet. Wide eyes from almost every table were fixated on her. She blinked. "Excuse me. I need to go to the restroom." Then she swiftly left the table.

The stunned silence hanging in the diner didn't evaporate. The females still sitting at the table Buffy had just vacated exchanged looks. Without a word to Spike, Xander, Oz, Krit, or Alec, they quickly followed after her. Alec rested his elbows on the table and blew out a sigh before glancing over at Spike and Xander.

"Great job. You two are the masters at keeping everything under control and uncomplicated. Kudos. We should have a plan to eradicate Wolfram & Hart any minute now." Both Xander and Spike had the grace to look ashamed.

* * *

When Max, Faith, Jondy, and Xana entered the bathroom, they saw Buffy standing in front of one of the mirrors. Her shoulders were slumped and her head was down, but her hands were clutching the edge of the sink hard enough to make her knuckles turn bright white.

"B?" Faith asked tentatively as they walked closer to her. Buffy lifted her head to look at them. Her eyes were watery though it was clear not a single tear had fallen down her cheeks. She blinked a few times and used the back of her hand to swipe at her eyes before turning to fully face them. As she let go of the sink, little bits of plaster crumbled to the black and white tiled floor. She barely spared it a glance.

"You alright?" Jondy asked. Buffy smiled weakly and gently rubbed her forehead. "I know that's kind of a stupid question after what just happened, but I'm kinda limited on openers here." Buffy's smile strengthened.

"I'll be fine," she replied.

"You sure?" Xana questioned. Buffy sighed heavily before answering.

"Yeah. But I'm not the one to really be concerned about. Willow's going through something that I think we've all experienced at least one time or another, but I'm not sure how she plans on dealing with it. I trust her, though."

"Then what do you think we should do?" Max asked as she leaned against the wall. "We'll be getting reinforcements soon enough, but this deal with Angel bothers me. I know we don't need a big master plan right now, and one doesn't even seem possible right now anyway since we have so little information. So how are we gonna get some?" Buffy bit her lip in consideration.

"You still work there, don't you?" she asked Jondy. She nodded.

"Yeah, in fact I should probably be getting back there pretty soon. I'll do the requisite spy work, if you like." Buffy smiled in thanks before turning back to Max.

"I'm not sure how you'll feel about it, but he really does have an easy in..." she began.

"He'll do it," Max interrupted. Buffy continued to look at her. "I think Spike was planning on doing it anyways. And he's a big boy, he can take care of himself. I'll worry about him like any other warm-blooded girl, but like any other good soldier, I'll keep it to myself. Wolfram & Hart isn't quite dangerous just yet."

"Glad you think so, because you'll be going with him," Buffy replied. Max just cocked her head in confusion.

"'Scuse me? What do I need to be over there for?"

"You've been there longer than we have," Faith commented, catching on to Buffy's idea and grinning mischievously. "They probably trust you more than they would us. You're Spike's girlfriend."

"That's actually more of a reason for them to be suspicious of me," Max stated wryly. Buffy waved her hand impatiently.

"It doesn't matter. So far nothing you've done can be construed as threatening to them. And if Angel's acting alone in whatever he plans to do, that'll make Gunn, Wesley, Lorne, and possibly even Illyria side with you, Spike, and Jondy even more."

"Aren't you guys forgetting that whole thing where I got god powers and tried to kill everyone?"

"That wasn't you," Jondy replied exasperated. "And Illyria was a part of it through the whole thing and where is she now? Wolfram & Hart."

"Yeah, but most of them are still pretty iffy about her," Max commented lamely. Lines of worry began to show on Buffy's face.

"Are you refusing to do this?" she asked. Max winced.

"I guess not..." she murmured. Faith grinned happily and gave her a one-arm squeeze around the shoulders.

"Perfect," Buffy grinned as well. "It's not a master plan, but it'll work. Now lets get you, Jondy, and Spike back to Wolfram & Hart before any of you change your minds."

* * *

Max stared blankly at the silver elevator door in front of her. It was the only thing separating her, Jondy, and Spike from the rest of Wolfram & Hart. A few more seconds and the barrier would simply slide away. It wasn't until Spike lightly grasped her hand that she realized she had been flexing her fingers over and over again. She gave his hand a grateful squeeze in return before steeling herself. Wolfram & Hart would be different from the last time she was here and she didn't quite know what to expect. The only calming solution she could think of was to tap into her never-ending supply of soldier/transgenic techniques. It was time to play spy.

A faint beeping noise announced their arrival on the lobby door. Max let go of Spike's hand as the doors slid open. She allowed her gaze to quickly calculate everything that was in view. A quick glance to her left and right told her Jondy and Spike were doing the same thing just as discreetly. Lawyers and secretaries were milling around; all with a place to go. The lobby would have looked exactly like a regular old law firm if it wasn't for the occasional demon intermingling with the other employees.

A hand lightly brushed Max's, but she didn't need to look over to know Jondy was just leaving to head over to her desk. Sticking by each other's sides, Max and Spike walked further into the lobby.

"Probably should check in with Percy or someone before we go milling around," Spike pointed out. Max nodded her agreement and they headed towards Wesley's office. The door was open and one quick look in showed that Wesley was sitting at his desk, which was covered with books and parchments. Spike gave the door a few raps to announce their presence. Wes looked up with raised eyebrows.

"Spike. Max. What are you doing here?" He gave his head a slight shake and smiled sheepishly. "I mean, how nice to see you. What brings you here?"

"Boredom, mostly," Max lied. "Got anything interesting going on?" Wes's eyes darkened and it took him a moment to respond.

"Not quite. Just the usual."

"Well we just figured we'd check in with you before roaming around the castle," Spike stated with a smirk. He gestured towards the papers on Wes's desk. "Good luck with whatever beastie you're working on." Wesley just nodded and returned to his work. Spike and Max turned to go when he suddenly looked up again.

"Oh, did Jondy come back with you? I've got a few requests of her." Max smiled lightly.

"Yeah. She's at her desk now." Wes returned her smile briefly and stood up from his desk, following them out. He gave them a nod goodbye before walking briskly over to Jondy's desk. Spike and Max watched after him for a few seconds before ascending the stairs.

"Where to next?" Spike asked when the reached the top. Max opened her mouth to answer when she caught sight of a distinctly blue form down the hallway behind him. A smirk slowly formed on her lips and she headed towards Illyria. Spike followed her without a word.

Illyria didn't seem to pay them any attention as they neared her. She was intently eyeing each person that passed by her, though they never spared her much of a glance. Max's smirk widened.

"Hey blueberry," she greeted cheerily. Illyria's eyes fell on her sharply. "Haven't seen ya in a few days. Gotten used to the human filth roaming around you without bowing or giving any sign of worship yet?" Illyria scowled.

"I had hoped you would be gone from this world after you canceled our sparrings. I see now I should not have let that idea entertain me so. Disappointment has a very bitter taste." Max cocked an eyebrow at her.

"Nice to see you too." Illyria ignored her as she turned her gaze on Spike.

"You continue to mate with the white-haired one, I presume?" she said to Max, though she didn't look away from Spike. He smirked.

"Every chance she gets," he replied smugly. Max lightly elbowed him. He grunted and shot her look. "What're you still doing here anyway, Illyria?" Illyria's eyes narrowed, but Spike continued before she could interrupt. "You can't enjoy haunting this place. The little peons hardly even give you a polite yawn."

"Do not believe I require any creature's attention," Illyria snapped. Spike rolled his eyes.

"Fine. But I know what I'm talking about. I haunted this damn place before you did, remember? Take my advice. Get out once in a while before you got bats." Illyria cocked her head at him.

"Though I am more human, this world remains disconcerting," she replied.

"Well, that'll probably never go away," Max commented. "Besides, wasn't Wesley teaching you about all things human?" Illyria's blue gaze fell away from them.

"He and I are no longer having intercourse." Spike and Max both choked on their own saliva.

"W-what?" Illyria cocked her head at them again, confused by their reaction.

"Communication. He no longer speaks with me." Max and Spike laughed in relief.

"Oh. Well, why do you suppose that is?" Spike asked.

"My recent reversion to the Burkle persona disturbed him. And he will not tell me why," Illyria answered, frowning slightly. Their smirks were swiped off as Max and Spike tried to process what she had just said.

"Y-your _what_?"

"This shell that I walk in...It's creators arrived shortly after you had left. They showed no sign of knowing of It's demise. Wesley was troubled by their presence and seemed to be struggling with ways of informing them. It was a pitiful sight. I chose to take the appearance of Ms. Burkle and relieved him from explaining. Though instead of being grateful..." Her face hardened. "He spoke to me in a tone that I did not care for." Max swallowed painfully.

"You mean...you went prancing around this place looking even more so than usual like the woman you murdered...and expected to get a 'thank you' from the man who loved her?" she asked incredulously.

"I do not prance," Illyria retorted sharply. Max just shook her head in disbelief. "I still do not understand. All my reversion required was a different voice and..." She paused for a moment as her gaze drifted again. When she spoke, both Spike and Max froze, as the voice coming from her was identical to Fred's. "And I got rid of all this blue skin. Ya'll know my parents are from Texas and the slightest deformation might freak 'em a little."

"Stop," Spike interrupted quickly. Illyria looked between him and Max intently.

"It disturbs you as well," she stated in her regular voice. Max could only stare horrified at her. Spike gave his head a slight shake before meeting Illyria's gaze.

"You honestly don't know?" She just looked at him. "You may not think you're as powerful as you used to be, but looking and sounding like Fred...it's the most devastating power you have."

* * *

Jondy idly flipped through one of the folders that Wesley had given her. It wasn't very interesting stuff. Just a few phone calls to make to confirm some appointments. Sighing heavily, she reached across her desk to grab the phone. Her fingertips had just grazed the receiver when she saw Angel and Gunn enter the lobby from Angel's office. She looked across the room to see if anyone was heading towards them. Hamilton was escorting a short blonde woman and a tall black man. All three were wearing suits. Jondy felt her upper lip curl back in distaste and quickly forced her face to become blank. Then she made herself look busy as she allowed her enhanced hearing to catch every word they said.

"Ah! There's the man himself. Angel, I'd like you to meet Senator Brucker," Hamilton said, referring to the blonde woman. Angel shook her hand and gave her a small smile.

"Welcome to Wolfram & Hart, Senator," he greeted. Jondy didn't miss the quick glance Gunn had given him.

_Lot of suspicion there..._she noted.

The senator returned Angel's smile politely. "Oh, I go way back with this firm," she replied. "Back when Holland Manners was still in charge."

"Well, I think you'll find things have changed quite a bit since then," Gunn replied before shaking her hand without a smile. "Charles Gunn." The senator just nodded before turning to the man standing next to her.

"This is Ernesto. He's my personal..."

"Vampire," Angel stated suddenly. Jondy couldn't identify his tone of voice and his face was still frustratingly blank. The senator looked slightly taken aback though, which she couldn't tell was a good or bad thing.

"Aide," Senator Brucker finished before recovering with another smile. "I always forget your kind can sense each other. But I believe in diversity on my staff. It was part of my campaign." Jondy felt her eyes narrowing. Something wasn't right about her.

"How commendable," Gunn replied flatly, making Jondy like him all the more.

"Jondy," Angel's voice nearly startled her, but she was careful to keep her outer appearance calm. She forced a smile.

"Yes?"

"You mind getting us some coffee?" She politely shook her head.

"Not at all. Coming right up." She was already out from behind her desk and heading out of the lobby when the senator's voice stopped her.

"Oh, no thank you. But if it isn't any trouble, I think Ernesto would like some blood."

"Virgin, if you have it," Ernesto added. "Room temperature's fine." Jondy felt her body stiffen and struggled to keep the venom out of her voice when she responded.

"Sorry. We have a no human blood policy. Can I offer you something in a rodent? You look like a rat person." She inwardly berated herself for that slip though she showed no sign of it. The slight twitch of Gunn's lips was enough to make it a little less bad.

_I'm not alone in this_, she reminded herself.

"I think we can make an exception," Hamilton stated after a few beats of uncomfortable silence. He turned smugly to Angel. "Don't you think?" Angel's eyes never left Jondy's face.

"The lab might have something in the blood bank. Why don't you check it out?" Jondy had to once again pretend this didn't affect her, believing Gunn's heated glare towards Angel was enough for the both of them.

"Sure," she replied lightly. She turned to go, but not without missing the wink Angel had sent Hamilton, receiving a nod of approval. She also saw Wesley headed towards them with a folder in his hand.

She passed Max, Spike, and Illyria on the staircase. She quickly made a few subtle hand signs to tell Max to go listen to the conversation between Angel and the others. Max gave a slight nod of her head without slowing her pace and Jondy continued grudgingly on to the lab.

* * *

"There's been another fatality in Funville," Wesley was saying as Max, Illyria, and Spike joined him, Gunn and Angel. Angel gave him a look of confusion. "It's an abandoned amusement park downtown. There's been a third victim. The teeth marks strongly indicate a Boretz demon."

"Nasty buggers those are," Spike commented. Wesley only gave him a nod of acknowledgment before turning back to Angel.

"This last victim was a teenage runaway. Her body was ripped apart." Angel's face didn't show so much as a smidgen of reaction.

"Then I guess there's not much else we can do about it," he replied before turning back to his office, where the senator and Ernesto had already entered. Wesley stepped closer to him and an urgent tone began seeping into his voice.

"Angel, we need to find this thing and..."

"And what? Destroy it before someone else dies? Yeah. I know, Wesley. People are dying everywhere. This kid is just one more statistic."

"Stacey," Wesley commented softly. "The statistic's name was Stacey Bluth." He handed the printout to Angel, who flipped through it quickly before giving it back to him.

"We can't save everybody. And we can't sweat the small stuff."

"Small?"

"Wes," Angel began exasperated. "I've got a United States Senator waiting for me. So just figure out what you're gonna do about this Boretz demon and fill me in later, 'kay?" Without waiting for an answer, he turned and walked into his office.

Spike stepped over to Wesley after he and Max exchanged a look. "You need some Boretz killing done, I'll have a go. Got nothing better to do." Wesley nodded.

"Alright. Call me if you find anything. I'll be in my office learning what I can," he replied before walking away. Illyria watched after him with a frown marring her face.

"He showed no regard for my presence," she stated bitterly.

"Not that you require any creature's attention," Max mocked. Illyria glared at her.

"Hey," Spike got her attention back on him. "Wanna go find something to hit?" Illyria looked at him for a few beats before nodding.

"I will take great pleasure in feeling something crush beneath my hands," she commented before heading towards the elevators. Max and Spike each cocked an eyebrow at her retreating form.

"You coming?" Spike asked. Max shook her head, causing Spike to pout. She smiled.

"I'll help Jondy keep an eye on things here," she replied. "You go have fun beating up a demon with the blue meanie. Just don't get in the way of her crushing hands." Spike nodded and gave her a quick kiss on the forehead.

"Alright. See you back at the apartment?" Max grinned.

"Count on it." Spike smirked and let out a playful growl as he kissed her again.

* * *

Once again Willow found herself sitting alone in her hotel room. Though instead of nervousness being the emotion consuming her, it was sadness. And instead of staring at a phone she was clutching one of the pillows against her chest. She was too horrified to look in a mirror, knowing her face was red and puffy from crying, so she stayed put on her bed. A sudden knock on the door broke her staring contest with the wall. She opened her mouth to respond, but no sound came out.

"Will? Are you still in there?" It was Buffy. Willow sighed, knowing she wouldn't go away until she opened the door. She stiffly got off the bed, feeling her bones crack as if she hadn't used them in ages instead of just a few hours. She unlatched the door and opened it.

Standing next to Buffy was Xander. They had twin looks of intense worry and concern. It was too much. Willow had thought she had cried all the tears should could, but she suddenly felt a new wave coming.

"Oh, Willow," Xander murmured, gathering her in his arms. Willow gratefully hugged him back, still trying to control her tears. When she let go of Xander, his arms were just replaced by Buffy's.

"We're so sorry," she said softly into her ear. Willow could only nod as a single tear found its way down her cheek. Xander gently ushered them farther into the hotel room so they could talk in private. Then all three of them sat down on Willow's bed in silence.

"Have you talked to her since yesterday?" Xander asked. Willow shook her head as she tucked a lock of hair behind her ear.

"No," she croaked softly. "I don't know where she is."

"And you aren't ready to talk to her yet, are you?" Willow shook her head again. Buffy grasped her hand and gave it a reassuring squeeze. "It'll get better." Willow didn't respond, doubting that statement just as much as Buffy did.

"You need anything?" Xander asked. "Cause you know I can be pretty fast when I wanna be. Not like a transgenic or vampire but when one of my best friends is hurting, I can come pretty damn close." Willow smiled weakly.

"No, thank you." She drew in a shuddering breath and swiped at her eyes, just to make sure they stayed dry, and leveled her gaze on Xander and Buffy's. "I don't wanna talk about me right now. I need a distraction...otherwise I might..." She paused to swallow the sudden lump in her throat. "Do we know anything more about the whole Wolfram & Hart situation?"

"Not really," Buffy replied. "But we've got Jondy, Max, and Spike playing spy over there. Right now we don't have much to go on, but we're hoping they'll hear or find something." Xander opened his mouth to add something when a knock at the door sounded. He glanced over at Buffy and Willow. Buffy got up without a word and walked over to the door. She opened it only a crack and peered out. Xander and Willow couldn't hear what she said next, but then she suddenly flung open the door to catch the person on the other side. "Drogyn!"

"Who?" Xander questioned in alarm as he and Willow stood up in shock. Buffy didn't answer as she helped Drogyn over to the bed beside Willow's.

"Get the door, will you Xander?" she said. He quickly obeyed. When he came back, he saw that the man, Drogyn, was bleeding from numerous wounds. "What're you doing here Drogyn?" He looked up at her and Buffy narrowed her eyes. "And don't remind me not to ask you questions. You're clearly too beat up for any games." Drogyn shook his head.

"I came to find you," his voice was strained. Buffy's eyebrows furrowed in confusion.

"How? You live in a tree across the ocean in London. And I'm in a city of ten million people."

"He lives in a tree?" Willow asked, bewildered. Buffy turned from Drogyn to face Xander and Willow.

"He's the keeper of the well. Where Illyria came from. Remember Angel and I went there to find a way to save Fred?" Willow nodded, while Xander just raised an eyebrow without responding. Buffy turned her attention back to Drogyn.

"I can find anyone's who's been to the well," he stated weakly. "I-I came to warn you."

"About what?"

"Angel." Buffy inhaled sharply. Then she seemed to truly take in his wounds and realization dawned on her. All the color in her face drained.

"Angel...H-he did this to you didn't he?" Drogyn nodded solemnly, clutching his side where blood continued to flow. Buffy ran a shaky hand through her hair before whirling around to face Xander and Willow. "Get what bandages we have to help fix him as best we can." She practically leapt for the phone beside the bed. "I have to call Max."

"W-what? Buffy how could Angel do this? How do we know he's telling the truth?" Willow asked shakily. Buffy didn't turn around as she continued to dial Max's cell phone number.

"He can't lie," she bit out softly.

**A/N-I'm _sooooo _sorry it's taken this long for me to update. I tried to make this chapter extra long to help make up for it...Since I've been gone a new rule has been made that I can't reply to reviews in a fic, which kinda sucks, but there's not really anything I can do about it. Well, thanks for not sending me any flames for not updating sooner ;o) I'll try to have the next update be less than three months...hehe. **


	25. Chapter Twenty Four

Chapter Twenty Four

Max's jaw was clenched tight and she nearly crushed her cell phone to smithereens when she flipped it closed. Jondy had heard every word and was intently watching her face to see what she would do next. When she spoke, her voice was laced with barely controlled fury.

"I have to go meet Buffy and the others. Spike doesn't have a cell phone so if he comes by just tell him where I am, but not why unless you know for sure that you're alone." Max paused as she seemed to reconsider, and her voice softened. "Gunn, Wesley, and Lorne don't count. Tell them what's happened as soon as you can. We're gonna need their help sooner than we thought." Jondy nodded. "Be careful."

"You too," Jondy replied. Then Max walked briskly away from her desk, not even noticing when her shoulder collided with Wesley, who was heading toward Angel's office with the same amount of urgency as Max. He didn't notice the collision either. He came over to Jondy's desk and grabbed the sign-in book. She leaned over to see that he had drawn a circle with eight evenly spaced spurs sticking out around it. "What is that?"

Wesley looked up, startled, as if he hadn't known she was even there. "Pardon?" Jondy just kept her gaze level with his, knowing full well he'd heard her question. He looked down at the drawing before ripping it out of the book. "I don't know yet." Then he continued walking towards Angel's office. Jondy kept her eyes trained on the open door, not even bothering to pretend she was doing work.

Wes reappeared barely a minute later, with a new look of anger marring his features. Lorne and Gunn met him halfway across the lobby and continued into his office. Taking a deep breath, Jondy moved around her desk and followed them.

"It's like Angel suddenly started channeling Leona Helmsley," Lorne was saying as she entered the room.

"He's not himself, at any rate," Wesley replied.

"What's happening to him?" Gunn wondered aloud.

"That's a good question," Jondy commented as she closed the door behind her. All three men gave her looks of surprise. "I don't know him as well as you do, but I can still tell this isn't his normal behavior."

"Got that right," Gunn muttered. "But why do you care about it?" Jondy smirked.

"Because I live in this world and I like it. And an apocalypse would put a pretty big damper on things. All evidence is starting to show that Angel isn't exactly playing on the side of the white hats. Come to think of it, doesn't he have a history of preferring to wear black?" Lorne's eyes widened.

"Woah, woah. Hold your horses there, missy. So far the only proof we've got is extendedget-togethers with Hamilton and the occasional brush off to some of us. I don't think that chalks up to him turning psycho yet." Jondy shook her head, the smirk had disappeared from her face.

"Wanna bet?"

* * *

"It was a Sathari..." Drogyn explained. "Part of a clan of demon assassins. They fell upon me last night." He was sitting on the extra bed in Willow's hotel room. The others were all circled around him, either standing or sitting on one of the beds or chairs. "Once I bested him, I tortured the Sathari for hours until he told me who had sent him. It was Angel."

"Why?" Alec asked flatly. Drogyn glanced at him before continuing.

"He said Angel was afraid I would find something in the Deeper Well that would help uncover the truth about his involvement in helping Illyria escape from her tomb."

"I thought her release was predestined," Wesley commented. Drogyn nodded in understanding.

"That is what I thought as well. But now I believe her resurrection may have been planned."

"Why would Angel want to spring an old one?" Lorne asked. Drogyn slowly shook his head.

"I don't think that was the point." The others just waited for him to elaborate. "The assassin had also said something about a sacrifice...someone trusted and dear." Wesley swallowed painfully.

"You think he was the one who murdered Fred," Max confirmed softly.

"You said sacrifice...A sacrifice for what?" Willow questioned. Drogyn shook his head again, letting them know that he had no idea. Jondy gently poked Wes's arm. He just looked at her.

"The symbol," she stated softly. "See if he knows what it means." Wesley quickly removed the piece of paper from his pocket and unfolded it. Drogyn leaned forward to see it better. "Recognize it?" He shook his head. Buffy grabbed the drawing.

"Where'd you get this?" she asked.

"Someone tapped into the template interface. Sent a message to me, and that symbol. Someone's dropping clues," Wesley explained.

"Playing games is more like it," Gunn commented bitterly.

"But why is all this happening now?" Faith questioned. "The change in Angel's behavior, the need to tie up loose ends...why now?" It only took her a second to figure it out. "He's making his move."

"Which is what?" Krit asked, scratching the back of his head in frustration. "We still don't know what it is he's planning to do."

"There's only one way to find out," Wesley replied. "We ask him." He, Gunn, and Lorne began moving towards the door with Buffy following. Wesley stopped and turned to face her with a look that clearly showed he was about to protest.

"Don't. I'm going with you," she stated stubbornly. "I need to know what's going on with him firsthand." A few beats passed before Wes nodded reluctantly. Once they had left, Max turned to the others.

"Alright, I've gotta go find Spike, Illyria, and Kennedy." Willow flinched. Max's gaze fell on her. "I know what you're going through and I don't want to be a bitch about it, but the sooner we find each of them the better. Spike and Illyria went to Funville about an hour ago, but they might be somewhere else by now. Will you do a locator spell?" She nodded.

"But I need something of Spike's," she replied. "Finding Kennedy will be no problem since her stuff is already here..." Her voice cracked slightly. Oz and Xander looked over at her in concern, but she ignored them both. "Do you have anything of Spike's with you?" Max smiled sheepishly and looked down at the black shirt she was wearing.

"Um...yeah," she replied. Alec caught on first and grinned wickedly.

"Go on Maxie, don't be shy. We're all friends here." His words clued everyone else in and Faith gave him a swift smack upside the head.

"That's his shirt then?" Willow wanted to confirm, slightly embarrassed for Max. "And you don't have any clothes here?" Max shook her head. Willow looked to the other females for help. "I, uh, don't think she has the same size or style as me."

"She probably wouldn't fit in any of Buffy's clothes either," Alec commented, causing Max to glare heatedly at him. He held his hands up in mock surrender. "I meant that as a compliment." Faith rolled her eyes and hopped off the bed.

"Come on, I probably have something that'll fit you," she said, heading out of the hotel room. Max smiled her thanks and turned to Willow.

"At least get started on finding Kennedy," she said before following Faith out. Alec made like he was going to follow them as well, but Jondy and Krit quickly yanked him back down. He pretended to pout and looked over at Xander, Oz, and Drogyn for sympathy, but they were carefully looking elsewhere.

"You will be using items of both Spike and Kennedy, but what of Illyria? Shouldn't you look for her as well?" Drogyn asked as Willow searched for a map through a pile of papers.

"She's probably still with Spike," Xana replied. Drogyn nodded slowly, though his facial expression made it clear he didn't understand the connection. "They went to kill a demon together earlier." Drogyn only nodded again and the others fell silent as Willow began muttering the words to find Kennedy.

When Max and Faith came back a several minutes later, Max was still wearing Spike's black shirt. The others gave her questioning looks so she held up her cell.

"Spike just called from a pay phone. Theykilled the demonso they're on their way here. I gave him the short version of what happened so when they get here Illyria can help keep guardover Drogyn while Spike and I go find Kennedy. Anyone else wanna come along?"

* * *

Max looked up from the piece of paper she was holding to the musty, dank building in front of her. She glanced over at Alec and Spike in silent question. They both shrugged.

"Address matches," Alec stated as a smirk began to play at the corners of his mouth. Max sighed and scrunched her nose in distaste before shoving the scrap of paper back in the pocket of her jacket. Alec reached forward and grasped the door handle. "Don't know about you, but I might have a nice little drink while we're here."

"Read my mind," Spike added. Max rolled her eyes and pushed pass them into the bar.

The strong smell of alcohol, sweat, and urine practically shoved its way into their senses. Max groaned in frustration and quickly covered her nose and mouth with her gloved hand. Alec and Spike did the same.

"On second thought, maybe I'll actually help you find Kennedy," Alec's voice came out strained and slightly nasal. Max just nodded her head, not wanting to open her mouth and inhale any more of the odor clinging to the room. They quickly scanned as much of the area near the bar as they could, but didn't see Kennedy. "What would she be doing in a place like this anyway? I know we have heightened senses and all, but my god, normal humans should at least _realize _when they're in a dumpster." Max reluctantly opened her mouth to answer him.

"I know, but Willow's spell said she'd be here and so I think we should just hold our breath and go find the damn girl before we suffocate," she replied hurriedly. Alec only nodded in agreement. Max tapped his arm with the hand that wasn't covering her mouth and motioned for him to go look upstairs while she and Spike checked the rest of the room. He nodded again and left.

"Well thank Drusilla I don't breathe," Spike muttered. Max shot him a look. "I'll go search for Kennedy in the back. Wanna check out more of the front?" Max just grunted in response before moving away. Spike smiled softly before heading in a different direction.

He pushed past a small crowd of people to get to the back of the room. He only had to scan a few of the occupied tables before he finally saw her. She was sitting alone stirring a pinkish orange drink with a mini-straw umbrella looking more than a little depressed. Spike sighed. Without wasting another beat he quickly strode over to Kennedy's table and slid in the empty seat across from her. She didn't even look up from her drink.

"I'm not interested," she grumbled without ceasing her stirring. Spike rolled his eyes.

"Funny, neither am I." Kennedy's eyes immediately snapped up to meet his in shock. "What am I doing here, right? Well I could ask the same of you, but I don't like the chance of this stench clinging to me for eternity so let's just cut to the chase, shall we? You're coming back to the hotel now with me, Max, and Alec." A defiant expression clouded Kennedy's face.

"No, I'm not. You guys are doing fine without me. _Willow _will be fine without me." Spike smiled tightly as he stood up.

"Well, that's most likely true, but nonetheless you're coming back. It's your obligation as a slayer. So get up." The defiant look on her face strengthened and her eyes glinted angrily.

"No," she bit out. Spike narrowed his eyes. Then he suddenly brought his hand up and gave the back of Kennedy's head a sharp slap. Her mouth dropped open in surprise as she rubbed the spot where he had hit her. "Ow! What was..."

"I know you and Willow are on hiatus right now, but if you think I'm going to let you just mope in this dumpster bar while the rest of us are fighting Wolfram & Hart then you don't deserve to share the slogan of 'Chosen One' with the hundreds of other little bits who'll actually be helping us," Spike snapped. A flash of guilt crossed Kennedy's face before it quickly disappeared. "I'm not giving you a choice. Now come on." He turned to go, just as Alec and Max made their way over to them.

"You're really an insensitive son of a bitch aren't you?" Kennedy growled as she grabbed her coat. Max glared heatedly at her and stepped forward threateningly but Alec put his hand on her arm. When Spike turned back around, his eyes were shining a bright, angry blue.

"And you're an ignorant little wannabe with an ego larger than Illyria's without even an eighth of the evidence to support it. You're a spoiled little rich girl who likes to play superhero. Only you've got none of the heroics and more superpowers than you deserve. You're supposed to be a slayer. Don't just act like it. Prove it." He held Kennedy's glare for a moment longer before turning to go again. Alec cocked an eyebrow at Kennedy as he followed Spike and Max to the exit. Kennedy stared at their retreating backs, still unsure on whether or not to follow them. Her feet made the decision for her.

* * *

Buffy kept her gaze fixated on the cold, bare floor in front of her. She was barely paying attention to what the others were saying. In her mind she kept replaying what Angel had said to her, Gunn, Lorne, and Wesley when they went to go talk to him.

_Power tips the scale, power sets the course, and until I have real power, global power, I have nothing. I accomplish nothing_.

He was a completely different person. And she still wasn't quite sure what had caused it. A small part of her figured she had something to do with it. But when she had yelled at him in that hallway... Buffy gave her head a slight shake. It was something a lot more complicated than that. It had to be. They've had plenty of arguments like that one and neither of them had ever suddenly gotten homicidal. Unless you count that time in her junior year of high school...

_But that was different_, she reminded herself. _Different on an epic scale_. _That was when he became Angelus. And he's not him now, I'd be able to sense it. The kind of sense that involves seeing half of my friends bloody and maimed..._ Buffy gave her head another shake to rid herself of the onslaught of gruesome images threatening to show themselves.

She let her gaze travel up to the others waiting in the room with her. Faith, Alec, and Max were all sitting on the table with their feet either dangling over the edge or resting on the tops of the chairs. Wesley and Lorne were on the other side of the 2-way mirror that she was leaning against. She knew Spike and Gunn were getting the guy they were supposed to talk to. Jondy had gone back to Wolfram & Hart to keep an eye on Angel and had brought Krit and Kennedy along with her. Back at the hotel, keeping guard over Drogyn, were Illyria, Willow, Xander, Oz, and Xana.

_We each have something to be doing. But I'll feel a lot better about _what _we'll be doing when the reinforcements get here. Max's friend called her a few hours ago saying they'd be here in the next day or so, and Giles said the other slayers and transgenics would be making their way here within the next week, too. I hope this guy will give us some info that we can at least think over til they arrive...But how helpful can a prisoner actually be_?

Buffy's thoughts were interrupted by the sound of the door being thrown open. Her eyes and everyone else's fell on Spike and Gunn as they brought in a man in shackles. He was grinning widely and holding out his arms.

"You guys look like you could use a hug," he said. Both Gunn and Spike grabbed his arms and hauled him over to the table. Faith, Alec, and Max swivelled around on the table to face him without actually getting up. Spike shoved him into a chair and stepped back as Faith gave the man a steely glare.

"Hey Lindsey. How's prison treating you? Been made anyone's bitch yet?" she asked kindly. Lindsey smiled at her.

"You'd know all about that wouldn't you?" he countered. Neither of Faith's glare or faux-kind tone wavered.

"Maybe. But if it hasn't happened already, I'll be sure to make a few calls. I know how lonely subhumans like you get in the night." Lindsey opened his mouth to retort, but Max quickly interrupted.

"The status of how pathetic your life is isn't what we came for." Lindsey nodded and a sarcastic tone entered his voice.

"You guys plan on beating it out of me?" Spike smirked.

"Great idea, let's start with that," he replied before walking threateningly toward him. Lindsey sprang to his feet almost immediately. Gunn stepped between them and shoved Lindsey back down, causing a loud clang to ring out when the metal of his shackles collided with the chair.

"We all know how this would go," Gunn stated calmly. "Spike would beat you into a bloody pulp, you'd beg for him to stop, and then spill everything you know."

"Who needs all that?" Lorne commented. Lindsey chuckled softly.

"I told you already that I don't know why Angel gave up that kid. We're not that close. Now if you'll excuse me, I've got a game of Solitaire to get back to." Before he could make another motion of getting up, Wesley held the drawing of the black circle up to his face. Lindsey stared at it in surprise before moving his gaze onto Wesley's face. "Where'd you get that?"

"What does it mean?" Wes asked, ignoring his question. Lindsey chuckled again.

"This is what all these questions are about? No. No way would they take Angel."

"Who's they?" Alec asked.

"Circle of the Black Thorn."

"Sounds like a sewing club for pirates," Lorne commented dryly.

"It's a secret society. The circle's small, but it's elite. They've got connections you people can't even comprehend." Wesley nodded blandly.

"They're evil."

"Sure," Lindsey replied flippantly. "But that's not the point. Power is." Buffy eyes immediately sharpened at this.

"They're the ones causing the apocalypse?" she guessed. Lindsey nodded. Her brow furrowed. "But I thought the senior partners were in charge of that."

"They're on a different plane. The players in the circle are the ones who make things happen here."

"That's why you came back to Los Angeles to kill Angel," Max stated coldly. "You wanted to become a member of this special little club." Lindsey smiled in response, letting the others know she had guessed right.

"Guess Angel succeeded where you failed," Gunn replied.

"He doesn't have it in him," Lindsey countered. "He's gotta give up the champion angle. He probably wouldn't even make it on their radar until he killed one of his lieutenants." The others looked at each other in alarm. Buffy swallowed painfully and stepped back from the others.

"Angel dedicated his life to helping others by choice. If he's been swayed from that...there might still be a chance that we could bring him back," Wesley stated.

"Hell, we've done it before," Faith added, jumping off the table. Alec and Max followed her. "But hopefully this time it won't involve any freaky spells."

* * *

The elevator's customary ding broke through the silence. The doors slid open and Wesley led the way across the lobby. Gunn, Lorne, Buffy, Spike, Max, Faith, and Alec trailed after him. Jondy, Krit, and Kennedy met them halfway.

"Don't come in there unless one of us calls you, alright?" Max ordered. Jondy and Krit nodded mutely, though their expressions of anger and disappointment mirrored Kennedy's. All three wanted to help with the confrontation.

"Just don't do anything to get your heads cut off and we'd be happy to oblige," Jondy replied sarcastically. The others continued into Angel's office as Max glared at her.

"I'm ordering you to stay out of sight or go back to the hotel and if I get any indication that you'll be disobeying me..." Krit's face softened.

"We'll do it," he said. "But I agree with Jondy. Don't get your heads cut off." Max smiled slightly and chucked him under the chin without saying anything. Then she joined the others in Angel's office as Jondy, Krit, and Kennedy headed towards the elevator.

When she entered, Gunn was already in his spot behind the door. Lorne, Wesley, and Alec were in the conference room withSpike outside the door.Faith and Buffy were leaning against the wall near Angel's desk, careful to keep their bodies away from the window.Spike motioned for Max to join Lorne, Wesley, and Alec. As she passed him, he gave her arm a light squeeze. She returned the favor before sliding the door closed behind her. Then she inhaled sharply at the sight in front of her.

Alec was weaponless while Lorne was loading a crossbow. But that wasn't what bothered her. It was the shotgun that Wes held in his hands. He was oblivious to Max's sudden change in posture, but Alec and Lorne weren't.

"It'll be okay, Maxicat. He doesn't plan on using it," Lorne said softly as Alec lightly grasped her hand. Wes's brow furrowed and he looked down at his gun.

"Are you saying..." Spike's voice suddenly floated through the door before Wesley could finish speaking.

"Time to be quiet, Captain Forehead's coming this way."

A slightly muffled 'Is that really necessary?' was heard before the whole office fell silent. Max pressed her ear closer to the door as she heard oncoming footsteps. Then the sound of the door to Angel's office shutting and a fist hitting flesh rang out. Wesley quickly flung the door open and he, Lorne, Alec, and Max filed out to help the others form a circle around Angel, who was getting up from the ground.

"Careful, you don't want to get yourselves hurt," he said softly. Max let her gaze flicker to Buffy for a brief second. The blonde slayer seemed to remarkably be in control, unless you took a closer look at her eyes, which were blazing with a wide variety of emotions.

"We know what you've been up to," Gunn stated angrily. "Giving the baby up to the Fell Brethren, working for Senator Bitch, trying to take out Drogyn to cover up what you did to Fred. And all just to get into the Circle of the Black Thorn?"

"You figured it out."

"Yeah. A little singing from a jailbird we know and loathe," Lorne added.

"Lindsey," Angel scoffed. "And you believed him."

"He doesn't have any reason to lie," Buffy practically spat. Angel barely glanced at her.

"Business is business. You don't like how I do mine, you can leave...before I kill you." Faith let out a bark of laughter.

"Threatening to kill us, big guy? Hard to believe we're having trouble trusting you. Though if it truly came to a smackdown, I think it's safe to say we'd take you down." Without warning, Angel suddenly grabbed the shotgun from Wesley and kicked him to the ground. Spike charged him, but Angel got off a punch first. Gunn raised his sword but Angel blocked the swing right before he hit him in the head with the barrel of the shotgun. Lorne shot an arrow into his shoulder at the same time Faith and Alec charged. They each got in several hits before Angel broke free and grabbed Lorne around the neck, holding him hostage as he pointed the gun at the others before they could try another attack.

"Are we done?" he asked.

"Let him go," Wesley bit out.

"You don't give the orders. Lorne, take this out of me." Lorne did as he was asked, causing Angel to elicit a hiss of pain. "Good. Now let's finish this." He reached into his pocket to pull out a crystal and held it in front of him. "_Involvere_." The crystal began to glow and sent a force throughout the entire room. As if that hadn't already put them off-guard, Angel then let go of Lorne and said, "Alright, we have about six minutes 'til the glamour collapses. Far as anyone outside this room is concerned we're still at each other's throats."

"Aren't we?" Buffy asked flatly. Angel let his gaze stay on her as he responded.

"I've gotta make this short. Everything you think you know about what's going on is a lie." Gunn narrowed his eyes in disbelief.

"Why should we believe you?"

"Because I'm the one who told you. Wes, read any good books lately?"

"You're the one who sent us the message?"

"And the assassin to kill Drogyn." The others inhaled sharply. "I knew Drogyn could handle himself. I only told the assassin enough to make Drogyn think I actually had a part in Illyria's resurrection so he would come to you for help."

"Why would you want us to think you had a part in killing Fred?"

"Because the Circle needed to. They needed to believe my own people didn't trust me. That someone as good as Drogyn no longer considered me an ally. It was the only way to gain their confidence."

"When did this all start?" Faith asked. Angel gave Buffy a fleeting glance before answering.

"About two months ago. With a kiss." Buffy swallowed, but otherwise showed no other reaction. "Cordy gave me a vision. A one time deal. She showed me where the real powers were, but it wasn't until now that I actually know who they are. Lindsey's a pathetic halfwit, but he was right about heroes not accepting the world the way it is. The senior partners may live forever, but we can make their existence painful."

"You wanna take them on," Max voiced softly.

"We're in a machine. The Black Thorn runs it. But we can bring their gears to a grinding halt for even a moment. This isn't the fight-the-good-fight kinda thing. I'm talking about killing every single member. We don't walk away from that."

"Can we at least crawl away?" Alec asked in an almost whimper. Faith and Max sent him an identical look that clearly said 'shut up'.

"We do this, the partners will rain hell on us. And not the typical fire-and-brimstone deal. 10-1 we're gone when the smoke clears. We can't bring down the powers, but for one, bright, shining moment we can show them that they don't own us. You need to know if this is worth dying for. I can't make you do it, but I know I can't do it without you. So we'll vote as a team." He gave each person in the room a significant glance, lingering slightly on Buffy.

Spike and Max exchanged looks, silently communicating. Then at the same time they both raised their hands.

"We're in," Spike stated firmly. Wesley, Faith, and Alec were next. When Buffy raised hers, she gave Angel the tiniest of smiles.

"I could never stay out of a good battle." Angel smiled in return just before Gunn and Lorne raised their hands as well.

"I always enjoy big fight-for-alls," Alec commented with his hand still raised. "Which means I'm so glad I met all you guys."

**A/N-This chapter had a lot from the actual episode, I know, but that's because I didn't want most of it to change, but I knew I still had to include it, otherwise it wouldn't make much sense if I skipped straight ahead to them killing off the Black Thorn. It'll go back to more AU in the next chapters. The fact that Angel's been outta the loop regarding the whole reinforcements thing will add to the AU...hehe. Please Review!**


	26. Chapter Twenty Five

Chapter Twenty Five

Everyone stared in numb astonishment at the wreck in front of them. Both of the beds were overturned, their sheets ripped and pulled to shreds. Several of the chairs were either just missing a few legs or completely broken in half. The balcony outside was covered in broken glass from the sliding door and one of the curtains was caught on some of the jagged pieces. The tv was smashed and had obviously been thrown across the room. A very large gaping hole was in the spot where part of the wall to Faith and Alec's room was supposed to be and bits of plaster covered everything. Finally the sound of someone moaning snapped them back to attention.

"It's coming from the bathroom..." Krit stated. Buffy rushed over and threw the door to the bathroom open. The sink was practically demolished and the mirror was shattered. And slumped against a cracked bathtub was Willow. Buffy let out a startled gasp.

"Oh my god..." Kennedy breathed from behind her. Willow grunted in pain and tried to pull herself up. Buffy and Kennedy immediately rushed over to help.

"I'm fine," Willow murmured as she leaned heavily against them. Her arms and face were covered with cuts and bruises. "Just take me off the merry-go-round, okay? It's making me dizzy."

"Nothing 'merry' about what happened here...You are not fine, Red," Faith replied as they helped Willow out of the bathroom. Willow grimaced and held her hand to the back of her head.

"Maybe not...I need to lay down..." When Max and Spike helped flip over the couch for Willow to rest on, they found Xana unconscious beneath it. Max inhaled sharply and quickly checked to make sure she was still breathing. Willow's eyes widened. "The others...they're here somewhere..." She looked around the room as if just remembering the state it was in. "Hamilton...he broke in and took Drogyn..."

"Guess you guys gave him quite a fight first," Spike muttered as he helped Max lay Xana on the couch next to Willow. Alec and Faith quickly went to work on flipping one of the beds while Jondy and Krit flipped the other. Xander was unconscious under one of them, tangled in a bloody sheet. Buffy choked back a sob as they laid him down on a bed.

"Where're Oz and Illyria?" Alec asked.

"In here!" Gunn's voice called from Faith and Alec's room. They hurried through the gaping hole to find Wesley cradling a beaten and bloody Illyria to his chest and Gunn carefully placing Oz on an upturned couch.

"Are they still alive?" Faith asked worriedly. Both Wes and Gunn nodded. Max stepped into the room behind them.

"How much medical supplies do we have here?" her voice was strong but flat. Alec took one look at her face and knew she'd gone into soldier mode. He glanced around at the destroyed rooms.

"I'm gonna say next to none," he replied. Max swore softly. Wesley began helping Illyria up. Lorne stepped forward to help him.

"I've got supplies at home," Wes stated.

"We'll go with you to get 'em," Alec offered, pointing to himself and Faith. Wesley nodded and looked back at Illyria, who met his gaze unblinkingly before Jondy entered his line of vision to gently wipe away some of the blood covering her face with a washcloth. Then he followed Faith and Alec out the door.

"Hurry back," Max called after them.

* * *

"He killed Drogyn," Buffy whispered aloud as she held onto Xander's hand, who was still unconscious. No matter how many times she voiced it, it just wouldn't sink in. "He killed him as another sign of proof that he was worthy of the Black Thorn." She tightened her grip on Xander's hand as tears began to fall down her cheeks. "Worked like a charm..." Her lower lip quivered as the tears picked up velocity. "And now you're not waking up. Please wake up, Xander." His eyes remained closed, his body motionless. Buffy let out a quiet sob and laid her head on his chest.

She had no idea how long she stayed like that. Time seemed irrelevant to her as she listened to the beep of Xander's heart monitor. Then she felt another body brush against hers. She looked up to see Willow pulling up a chair. She wore a few bandages on her arms and one on her head, but the pain in her eyes had nothing to do with her own injuries as she covered Buffy and Xander's hands with her own. They sat together for a long time without speaking. Neither could find the right words to say.

When Willow finally spoke, her voice was soft and shaky. "Faith told me what happened at Wolfram & Hart. What Angel said." Buffy swallowed painfully at the reminder. "It sounds crazy, but I think we can make it work. After what's happened these past couple of months..." She met Buffy's gaze directly. "We haven't been fighting them for five years like Angel and his crew has, but I think we've all experienced enough pain by Wolfram & Hart's doing to build up a reason for destroying them. Maybe we'll fail, but with the added help that chance is lessened. And doubtful odds have never stopped us from fighting before..." Willow's eyes went back to Xander's motionless body.

"They need to pay," Buffy stated. Willow nodded her agreement. "For what they did to Fred, Spike, Max, Gunn, Xander..." She took a deep breath to steady herself. Then she gave Xander's hand a soft kiss before standing up. Willow did the same. When they walked out of the hospital room, they found the others waiting for them.

"Percy just called," Spike informed them. Buffy cocked an eyebrow at him in silent question. "He's with Lorne, Gunn, and Illyria at my apartment." He hesitated briefly before continuing. "Angel's there." He waited for Buffy to react, but her face showed no expression. Then an unidentifiable smile formed on her lips.

"Good. There's some things we need to talk about."

* * *

With sixteen people in the room, Spike's apartment was very crowded. There were only two chairs at his table and a single couch. Oz, Illyria, Xana, and Willow sat on these as they were still the most wounded while the rest just stood. Fifteen pairs of eyes were on Angel's, waiting for him to speak.

"I know what most of you are probably thinking," he began. "And you have to believe that I didn't have a choice. If I didn't kill Drogyn, then the Circle would have killed us both. But I had no idea Hamilton would do this much damage just to bring him...I can't say how sorry I am that it happened."

"We get it," Gunn replied dryly. "But we'd also like to know if the Black Thorn will be needing any more of us as proof." Angel shook his head.

"No, they won't."

"How can you be sure of that?" Buffy questioned quietly. Angel looked at her.

"Because we'll be killing them all tonight." The others blinked in surprise.

"Woah...that soon?" Oz asked softly. He looked down at his broken arm. "I thought we would have more time to heal." Angel shook his head.

"We'll figure out the exact details later, but for the rest of the day I think it'd be best if you all take the day off." More surprised silence met his statement.

"Wait...what?" Max asked incredulously.

"My thought exactly," Spike commented. Angel sighed.

"We'll be ready when the time comes. But I want you all to go out. Live. Do whatever you want. Live the day as if it were your last, cause ya know what? It probably is."

"Oh that's encouraging," Alec retorted sarcastically. "In case you forgot, we'll be packing a lot more power than you thought. Transgenics and slayers are on their way to Los Angeles."

"But who knows if they'll get here in time?" Angel replied. "But we can think about all that later. Just go out. Please." Another long silence fell. This time Spike broke it with a loud clap of his hands.

"Well then, I'm gonna have to ask you all to leave. This is my apartment and if this is gonna be my last day on earth I think I'd prefer to be alone with the lady." He nodded his head towards Max, who gave him a soft smile in return. Spike began ushering everyone out. "Come on...You all heard the big poof. Get out. Live your life. Have a go with Mistress Spanks-A-Lot. Whatever..."

When they had all gone, Max quietly took a seat on the couch. Spike turned back to face her and she patted the spot beside her without a word. He walked over, but sat on the table in front of her instead of on the couch. Then he covered her hands with his.

"So..." Spike began lamely. Max laughed. "I'm feeling a little deja vu here...You?" Max nodded and gave his hands a squeeze.

"The other time we 'spent our last day on earth' we were on your cot in Buffy's basement. You promised me you weren't gonna use a certain medallion if it endangered your life. Then you wore it in the hellmouth and it..." Spike quickly put a finger to her lips.

"I can see where you're going with this, luv...and I don't think it's the best thing to bring up at the moment." Max tried to smile, but it was strained.

"Why not? We can both lie all we want. We'll probably be dead by the morning anyway." Spike moved his hand to caress her cheek.

"Maybe so. But I don't think Angel's idea of living translated into lying your ass off to the one you love so when you actually died all you felt was regret." Max let out a soft laugh before wrapping her arms around him in a tight hug.

"Then what do you want to do?" her voice came out muffled. Spike let out a playful growl and nipped gently at her neck. Max let out a shriek of laughter and pulled away. "Oh please! We have to do something more than _that_!" Spike pretended to pout. A mischievous smile crept across Max's lips. Spike's eyes immediately narrowed in suspicion.

"What?"

"Remember when I asked about your poetry?" His eyes suddenly widened in realization.

"Oh no...I'm not doing that."

"Come on! It'll be fun! You can get stinking drunk first if you want. And you can pick the place to read it." Spike vehemently shook his head as he stood up. Max grabbed his coat and pressed it against his chest. "Are you suggesting there's not a single part of you that's not the least bit interested in what modern people would think of it?" Spike just looked down at her with an unreadable expression. Max sighed. "Do this for me and then we'll do anything you want." Spike quirked an eyebrow as the same mischievous smile that she had worn appeared on his lips.

"Anything?" Max rolled her eyes before nodding.

"Anything."

* * *

Gunn walked down the familiar street, checking out the buildings as he passed them. They hadn't changed much. When he reached the East Hills Teen Center, he found the blonde woman he was looking for and his face broke into a wide smile.

"Annie," he greeted. She returned the smile and they hugged briefly. "How you doing?" Annie shrugged.

"Pretty good, I guess. We gotta bunch of furniture donated so we've gotta move this stuff over to the new shelter." Gunn nodded, still smiling.

"Still fightin the good fight, huh?" She nodded.

"How are things uptown?" she asked. Gunn's smile dimmed slightly, but Annie didn't seem to notice.

"More fight, less good," he replied vaguely. Before she could reply, he bent over to pick up a box from one of the stacks. "Seen Rondell or the guys? I hit some of the old spots but didn't seem 'em." Annie grabbed a chair before answering.

"They should be around. They said they'd help me move this stuff. But you know how it is. Things come up." They handed the box and chair to some men loading the furniture onto a truck.

"Yeah. Had much vamp trouble?"

"It never really goes away. But the boys help out, so we're pretty safe. It gives me time to work on the little things. Crack, runaways, abuse victims, psychotics. The old gang." She and Gunn each picked up another box to load onto the truck.

"Yeah, I remember."

"It's not so bad. We've had some really helpful donations. We actually have a part-time paid psychiatric staff." A frown suddenly marred Gunn's features.

"What if I told you it doesn't help? What if you found out none of it matters? That it's all controlled by forces more powerful and uncaring than we can conceive, and they will never let it get better down here. What would you do?" Annie stared at him for a moment. Then she smiled.

"I'd get this stuff packed before the new stuff arrived. Wanna give me a hand?" Gunn nodded.

"I do."

* * *

Alec stopped walking and looked over at Faith. She met his eyes and grinned. Then they turned to face the building in front of them. They clasped hands and strolled inside casually. Children, teenagers, and adults alike were all milling around. Those that held more than a few shopping bags seemed to be resting at the various tables. But soon they stood again and headed into the next store. Alec laughed.

"This is supposedly my last day on earth and I'm at a mall in Los Angeles. Somebody pinch me." Faith waved her hand in a dismissive gesture.

"Oh please. We both know we're too pretty to die so soon, remember?" Alec nodded with a grin.

"True," he agreed as he continued to survey the people passing them by. "Though usually when I'm about to steal something, it's in the middle of the night with only a few idiotic security guards to watch out for. Now I've got to make sure more than a hundred people don't see us." Faith smiled encouragingly.

"Please. It'll be like taking candy from a baby." Alec cocked an eyebrow at her.

"I take it you've never done that. 'Cause babies? Yeah, try to take so much as a milk bottle from them and they scream bloody murder." Faith raised both eyebrows at him. "What?"

"You've taken milk bottles from babies? How much money did you fence 'em for?" Alec rolled his eyes.

"Not stealing. Back in Terminal City I took care of some. Not for long of course, since I could never seem to tell when they were actually done eating. I estimated too little." Faith laughed out loud. Alec rolled his eyes again. "Alright, come on. All these lovely treasures aren't going to steal themselves, ya know." Faith stopped laughing but continued to smirk.

"Alright daddy, what's the plan?" Alec grinned.

"Easy. You distract the salesmen while I use what Manticore gave me." Faith cocked an eyebrow at him.

"And what if said salesmen turn out to be women?" Alec's grin widened.

"Then the distraction should be even more entertaining for me." Faith gave his head a quick smack before continuing further into the mall.

* * *

Illyria sat on the edge of Wesley's bed with her eyes trained on Wes's back. He was mumbling things to himself that she couldn't make out as he ground something into a paste with a mortar and pestle. The silence between them was beginning to grate on her nerves so she decided to break it.

"I don't understand," she stated flatly.

"It'll help you heal faster," Wesley said as he shook the paste off the pestle before grabbing a strip of muslin to dredge in it. Then he walked over to her and brushed the hair away from her neck. She kept her eyes locked on him.

"No. You are what I don't understand," she repeated. Wesley pressed the strip to her skin.

"And that would be different because?"

"Angel told you to do whatever you wanted. Today...tonight you may all be dead."

"Yes. Good point." Illyria continued to stare at him unblinkingly.

"I am not what you want." Wes stood and walked back over to his preparation area.

"No," he replied softly, his voice nearly cracking. Illyria brought her hand up to her bandage as she continued to watch him.

"Then why..."

Wes began to prepare another bandage as he answered, "Don't I go off and have one last perfect day? Smell the flowers, or sky dive or have a go with Mistress Spanks-A-Lot like Spike advised...or whatever the hell one is supposed to do in a situation like this." He walked back over to Illyria to place the next bandage on her neck. She gave him a look of confusion.

"Mistress who?" Wes sighed.

"There is no perfect day for me. There is no painting or finely-aged scotch that's going to sum up my life and make tonight any...There is nothing I want." Understanding finally dawned on Illyria.

"You want to be with Fred," she clarified. Wes finished bandaging her and wiped his hands on a towel.

"Yes. That's where I would be if I could."

"I could assume her shape, make her come alive again just this once for you." When Wesley didn't respond she looked down. "But you would never ask me too."

"The first lesson a watcher learns is to separate truth from illusion. Because in the world of magics, it's the hardest thing to do. The truth is that Fred is gone. To pretend anything else would be a lie. And since I don't actually intend to die tonight, I won't accept a lie. Is it better?" Illyria touched her neck again without taking her eyes off him.

"It's better."

* * *

Willow silently sat next to Xander. She stared numbly at his closed eyes, wishing desperately that they would open, even for a moment. A soft knock startled her as she finally looked away from him. Her eyes fell on Kennedy. She swallowed and smiled weakly at her.

"How is he?" Kennedy asked softly, taking a small step into the room. Willow shrugged and shook her head.

"Still in a coma. Hamilton beat him pretty bad," her voice cracked slightly. She cleared her throat in embarrassment, and Kennedy pretended not to notice. An awkward silence fell between them. Then Kennedy suddenly sighed deeply.

"I'm sorry, Willow. For what I said about Xander and Anya. I know I hurt you, but I didn't mean to." Willow didn't look at her.

"I-I know you are."

"But I'm still fuzzy on..." Kennedy swallowed awkwardly. "Was it about Tara?" Willow finally turned to look at her and nodded. "I didn't mean for it to sound like I wanted you to forget her. You should never do that." Willow smiled weakly.

"I know."

"So...a-are we okay?" The smile disappeared as a look of uncertainty replaced it. "What?"

"Kennedy...I care about you a lot...but what happened at the hotel wasn't what broke us up. It was just the final crack before the canyon was created. We haven't been right for a while...You didn't even trust me to be alone with Oz." Kennedy's eyes narrowed.

"That's different. He's your ex-boyfriend." Willow sighed, exasperated.

"Key word being _ex_. You could consider Xander as my ex-boyfriend, too, if you wanna look at it that way." Kennedy let out a short derisive laugh.

"Fine. We may be dead tomorrow, but God forbid we should work any of this out," she commented sarcastically. Willow shook her head.

"We can still work things out, but it'll take more time than just a few hours," she replied. Kennedy continued to look at her for a few moments before nodding curtly.

"Fine, see you back at Spike's in a few hours then," she replied tersely before striding out of the room. Willow sighed heavily before turning back to Xander.

"That went well," she muttered under her breath.

* * *

As Jondy and Krit took their seats, they were careful not to stare too much at the demons around them. The eagerness on their faces to see the next performer on stage was almost childlike. Though the tough, lizard skin on some and boils or fangs on others contradicted greatly with that image.

"Bet Joshua and Mole would love this place," Krit said aloud. Jondy smiled and nodded in agreement.

"Maybe they'll get to see it if it's not destroyed tonight," she murmured back. "Lorne said this place was a sanctuary, but it's also been destroyed three times in the past. So the chances of it holding up through a big fight-for-all is kinda slim." Krit just shrugged nonchalantly as the spotlight on the stage began to brighten. Then Lorne stepped up to the microphone with a drink in his hand.

"If I ruled the world," his voice was melodious and soothing. Jondy and Krit found themselves just as eager to him as the rest of the demons. "Every day would be the first day of spring, every heart would have a new song to sing, and we'd sing of the joy every morning would bring..." Krit leaned over to whisper in Jondy's ear.

"We're going on after him, right?" he asked. Jondy tried not to react to the shiver his breath on her neck caused and nodded. "And there aren't any new developments in our genetic DNA crap that would allow us to get drunk before doing so?" Jondy smiled and shook her head.

"'Fraid not. We're gonna have to sing our little hearts out while being frighteningly sober. But hey, we're transgenics. We were made to be perfect. We've got to have lovely voices right?" Krit wrinkled his nose.

"I've never tried..." he admitted just as Lorne ended his number and beckoned them onto the stage. Jondy gave Krit a quick kiss on the lips before grabbing his hand and pulling him after her.

"Guess we're about to find out..."

* * *

After hearing the rumble of her empty stomach break through the silence of the hospital room, Willow figured it was about time she got something to eat. She stared at the contents of the closest vending machine blankly. Her mind began to drift to other problems, but another stomach growl brought her attention to a bag of chips. She quickly put her money in and grabbed it once it had dropped.

Her shoes squeaked on the way back to Xander's room and she found herself embarrassed by them as a few orderlies gave her not-so-pleasant looks. Her face turned a light shade of pink and she quickened her pace. But as she was about to re-enter the room, she saw Xana in the spot she had just vacated, saying something that she knew she probably shouldn't eavesdrop on. As quietly as she could, Willow began to back away from the room. Then she felt herself bump into someone and she whirled around to apologize.

"Oh! I'm s-so..." she stuttered to a stop as she found Oz in front of her, smiling kindly.

"It's okay, Willow. I'm used to being crashed into and run over. It's actually become a part of my daily routine," he joked. Willow gratefully returned his smile. Then her eyes fell on his still broken arm and she realized a darker meaning to his words. Instantly guessing what she was thinking, Oz added, "Not really complaining, though. I'm not sure how useful I'd actually be in a fist fight with thousands of demons. I still don't trust the wolf in me to give it free rein..." Willow nodded in understanding.

"Well, uh...you're free to help keep me grounded then. 'Cause ya know I have a slight tendency to, um...Not really anymore! Just as a safety precaution though...it might be nice to..." Oz grinned encouragingly.

"I'd be happy to keep you company while you do the witch-fu thing." Willow gave him a relieved smile.

"Great. Thanks. Wanna sit?" She gestured to some of the waiting chairs. Oz nodded and together they walked over to them to sit side by side.

* * *

Xana kept her eyes trained on Xander's face as she gently rubbed her thumbs against the back of his hands. She sighed heavily before speaking.

"I would kinda prefer you to be awake while I'm telling you this...but I guess I'll just have to hope you're able to hear me somehow...I know I'm a transgenic and you're an ordinary and that coupling hasn't always worked out too well in the past. Okay they were disasters. Just look at Max and Logan." She laughed nervously. "Sorry, bad example since you hardly know Max and you've never even met Logan...The point is: Transgenic Plus Ordinary Chances of Happiness Equals Pretty Slim. Especially if you're gonna be comatose for the rest of your life." Xana paused to swallow the sudden lump in her throat and swiped at her eyes to make sure none of the oncoming tears managed to fall.

"But I like you, Xander," she continued, her nervous smile suddenly strengthening. "Back in Africa you made me laugh more times than I can count, which says a lot. You're sarcastic, caring, smart...And let's face it, you're cuter than most of the ordinaries around here..." Xana trailed off and blinked in surprise as she witnessed the corners of Xander's mouth twitching upward. "Xander?"

His eyes flickered open as he replied groggily, "Knew I should've retrained the smile. You transgenics have much better eyesight than I remembered. But keep going, the compliments are waking me up..." Xana ignored his request and gave a shriek of happiness as she threw her arms around him in a hug. He grunted in pain but a wide grin still spread across his face. Xana pulled away with a sheepish expression.

"Sorry..." Xander opened his mouth to reply, but then he caught sight of Willow and Oz in the doorway.

"Xander..." Willow breathed. Then before he knew it, she had thrown her arms around him much in the same way that Xana had. He tried to stifle the yelp of pain that escaped his mouth, but Willow could still hear it.

"Sorry..." Xander laughed, but quickly stopped as that became painful as well.

"It's fine. I like being hugged by pretty girls," he joked.

"In that case I'll just settle for a salute," Oz replied, doing so. Xander grinned. Willow suddenly jumped away from the bed and began hurrying out the door.

"I have to call Buffy!" she called over her shoulder by way of explanation.

* * *

Buffy wiped away the few happy tears that had managed to squeeze out as Willow told her the news. Xander woke up. He's gonna be okay. She felt a wave of relief practically overwhelm her and she leaned against a wall of the closest building. She looked up at the name of it and realized it was a coffee shop. The same one she had gone into after regaining her memories from Vail's cube. She searched inside of herself for the burning anger she had felt towards Angel, and was shocked to find that it had been reduced to only a flicker. She shook her head in confusion and swung open the door of the coffee shop.

"I need some caffeine..." she muttered.

She was heading towards the counter when a familiar tingling at the base of her spine caused her to slow her pace. After quickly scanning the rest of the coffee shop, she found him. She gasped in surprise and before she could stop herself, listened to her inner teenager and hid behind a shelf of souvenirs. As other people were looking at the objects, Buffy pretended to do this as well while sneaking looks at Angel, who was sitting only a few yards away with his son Connor. For a moment he seemed to get a strange look on his face, and he scanned the rest of the coffee shop as Buffy had done, but not as frantically. Finding no one, he turned back to Connor. Buffy breathed a sigh of relief and strained her neck to see how far away the closest exit was. But the next words that she heard leave Connor's mouth caused her body to stiffen.

"I know you're my father," he said. Angel looked down uncomfortably as he answered.

"You got your memories back." Connor nodded.

"Yeah, they're mixed in there with the new ones. Kind of like, uh...a bad dream I had, I guess. A strange and violent, sometimes inappropriately erotic...dream." Angel fidgeted uncomfortably again.

"You probably have a lot of questions." Connor shook his head.

"No. I don't want to make a thing. I get what you did. You know...I'm grateful. That's as far as I wanna take it...okay?" Angel breathed deeply and looked down at the papers on the table in front of them.

"So, what are you working on?" he asked.

"I'm applying for an internship. I'm supposed to write up a résumé."

"Need any help?" Connor raised his eyebrows.

"Have you ever written a résumé before? Ever?"

"No...but I have very nice handwriting," Angel replied, seemingly proud of this accomplishment. Connor smirked.

"You girl."

Buffy found herself smiling at the interaction and knew she shouldn't eavesdrop anymore. Then she moved around the shelf to the counter across the shop. She still wanted caffeine. And some brownies wouldn't hurt either.

Once she had put her order in, Buffy sat down on a couch as far away from Angel and Connor as she could, wanting to give them privacy. Then she began flipping through some of the magazines in front of her. Her coffee and brownies were served pretty quick but she remained engrossed in the magazine she was reading.

Almost twenty minutes had passed when she felt the seat next to hers being filled. She glanced away from the magazine and found herself looking into Angel's questioning eyes. She stared at him in silence for a long time until he gave her a small smile.

"Hey," he greeted softly. Buffy swallowed and carefully closed the magazine before placing it on the table in front of them.

"Hi." Another few beats of awkward silence fell between them with Buffy being careful to look everywhere else but at him.

"So...this is how you planned on spending your last day? In a coffee shop?" he asked.

"You're here too, ya know," Buffy mumbled back. Angel gave her a knowing look.

"Yeah, but as you most likely already saw, I was with Connor." She nodded mutely. "Though I guess..." Buffy found herself drifting away from the conversation as she inwardly debated whether she should give into what her instincts were screaming at her to do. After a few seconds they won out.

"I'm sorry," she blurted. Angel gave her a weird look.

"For being in a coffee shop?" Buffy shook her head and turned to fully face him in earnest.

"No. _I'm sorry_," she repeated. Realization seemed to finally dawn on him since his face became carefully blank. "I'm sorry I yelled and hit you without hearing your side of the story of...that day. I'm sorry I wasn't more understanding about your son. I'm sorry I didn't trust you about the whole Black Thorn thing. I'm just...sorry." She was intent on waiting for him to respond and never took her eyes off his. Finally he swallowed and cleared his throat.

"Do you want to?" he asked softly. Buffy's brow furrowed in confusion.

"Do I want what?"

"Do you want to hear my side of when I turned human and about Connor?" Buffy's face broke into a wide, relieved smile.

"Very much so."

* * *

It was nighttime when Spike and Max walked out of the bar with their arms around each other's waists and laughing loudly. They had reached the parking lot filled with bikes when Spike turned to Max with a mischievous grin.

"Well, that was a slap and a tickle," he began as he started to eye a few of them. "But remember when you said we'd do whatever I wanted after that?" Max nodded, unconsciously running her hand over a black Kawasaki Ninja motorcycle that resembled the one she used to have in Seattle. "You've ridden some of these before, right?" Max turned to him with a coy smile, catching on to what he wanted to do.

"Which one do you want?" He gestured to a blood red Ducati a few spots away from the one Max was admiring. She laughed. "Figures. See any keys on it? 'Cause this one doesn't." Spike checked it over before shaking his head.

"We're not gonna have to fish it out of the owners are we?" Max rolled her eyes. "You know how to hot-wire these then?"

"Since I was a kid," she replied, already getting started on her chosen motorcycle. Spike smirked proudly.

"Knew there was something about you..." he joked as he turned to the Ducati. A few minutes later they were good to go. Spike turned to Max with a challenging look. "Race ya to the apartment." Max calmly put on her sunglasses before revving the engine and returning his look.

"You're on."

A split second later, the taillights of their stolen motorcycles were almost lost in a cloud of dust as they sped off from the bar.

* * *

Everyone had reassembled in Spike's apartment and were once again patiently waiting for Angel to speak. He paced the floor for a few moments before doing so.

"This may sound pretentious, but...one of you will be betray me," he began. Spike eagerly raised his hand. "Wes." Spike looked disappointed as he lowered his hand.

"Oh." Then his face suddenly brightened. "Can I deny you three times?" Angel ignored him and turned to Wesley.

"Vail is the sorcerer of the bunch. You know that game. You've seen his place. He believes you'd make a play for my spot." Wesley frowned.

"That's not very flattering."

"It'll get you in the door," Angel replied flippantly. Then he looked over at Willow. "You'll be with him. He'll be able to sense that you're a witch, so play up the part of you that appeared in Sunnydale two years ago." Willow swallowed nervously but nodded. Angel turned to Illyria, Jondy, and Krit. "Izzerial the Devil and three other members of the circle dine together almost every night."

"We shall make trophies of their spines," Illyria commented proudly. Angel smiled slightly.

"Good to have you on the team. Gunn, Alec, and Faith." They looked over at him in response. "Senator Brucker has a campaign office in west LA. You already know she's pure hellspawn, and she tends to surround herself with vampires." Gunn smiled.

"I was hoping it'd be vamps. I haven't dusted nearly enough this year." Faith nodded her agreement.

"Amen," she commented in a faux-solemn voice.

"Spike and Max," Angel began again. They stood up from their spot on the edge of the couch.

"Right. First off, I'm not wearing any amulets. No bracelets, broaches, beads, pendants, pins, or rings," Spike stated. Max smiled.

"Fine. All you need is a rattle," Angel replied. Realization dawned on them.

"Ah, the baby."

"And a legion of the Fell Brethren. I want the kid returned to his mother and the foster family dismembered."

"Done and done," Spike and Max chorused. Angel turned to Buffy.

"Archduke Sebassis has over forty thousand demons at his command. The other members of the council fear him. He's the key player, so he's mine, but I'll be needing your help with something else." Buffy hesitated briefly before nodding and Angel looked over at Lorne, Kennedy, and Xana.

"Uh, I'm not a fighter, Angelwings. I never had the stomach for it. Looks like I'm your weak link," Lorne said before he could speak.

"I just need you to back up Kennedy, Xana, and Lindsey," Angel replied. Wesley shook his head.

"I still can't believe you brought him in."

"He's a part of this. It'll be just as dangerous for him as it will be for everyone else on our team."

"Guess we're not going back to the office after this," Gunn commented. Angel shook his head.

"The alley just north of the Hyperion. Everyone who makes it meets there." He turned to Willow. "You might want to be farther away to work your magic more freely. But it's your decision." Willow nodded. "If we do any damage at all, the senior partners are gonna raise hell on us. So be ready."

"OC, Logan, and Giles are supposed to call Buffy and me when they get here, but we're gonna leave our phones with you, Xander, and then Willow when you meet up with her," Max told Oz. He nodded as he accepted the cells. "Let them know where to meet us and tell 'em to haul ass."

"Will do," he replied with a smile before walking out. The others grabbed their coats and began filing out as well. Spike and Angel hung back.

"What do you think all this means for that Shanshu bugaboo? If we make it through this, does one of us get to be a real boy?" Spike asked softly, trying to keep his voice as low as he could. Angel folded his arms across his chest as he looked at him.

"Who are you kidding? We're not gonna make it through." Spike smirked.

"Well...as long as it's not you."

**A/N-Yay! HUGE battle coming up soon and yes, I plan to see through after certain people make it to the alley. Speaking of people who might die, I'd like to hear what you guys have to say on the subject. I have my own ideas on who's going to live and die, but only a few are really set in stone so I'd like to know what you think. Please review and let me know!**


	27. Chapter Twenty Six

Chapter Twenty Six

As well as making sure her 'witchy goodness', as Alec had jokingly called it on the way out of Spike's apartment, stayed as much hidden as she could possibly make it, Willow found herself also needing to hold back her disgust at the mere sight of Vail. She'd seen him before, of course, when she, Wesley, Buffy, and Illyria had followed Angel to this mansion, but she had not seen him eating the bowl of chopped organs stewing in a broth of blood as if it were just regular soup.

She decided it would be best if she avoided direct eye contact with the 'food' as Vail ingested it and so let her gaze wander around the giant room, as if she were bored with the meeting. She was sure her evil twin would have done the same thing, but for different reasons.

Willow nearly jumped from fright when Wesley gently nudged her side. She carefully controlled her reaction before realizing he had done so because Vail had just asked her a question. She felt a flitter of panic.

"Well..."

"You may be smarter than the others when it comes to Angel, but your doubts concerning Willow are unneeded," Wesley interrupted, sensing she hadn't actually heard the question. Vail smirked.

"Perhaps. But that doesn't change the fact that after that show of power in Sunnydale two years ago, she knowingly went back to the good side, lending her skills to spread the power of the 'Chosen One' to little girls around the world," he rasped. He had practically spat the words 'chosen one' in such a way that made Willow flinch involuntarily. "Does that sound like she wants to revert to the dark side again?" He let out a dry chuckle at his own little joke.

"You look like you're a few thousand centuries years old, Vail, so don't you think you could come up with a better relevant word to evil than a well over-used pop culture reference to _Star Wars_?" Willow drawled. Vail stared at her expressionlessly and the silence stretched between them until Wes loudly cleared his throat. One glance in his direction told Willow he was trying to hide a smirk.

"Shall we move on?" he asked. Vail nodded curtly before going back to his soup. Willow immediately averted her eyes again.

"You make a very convincing argument," Vail replied. Willow snuck another glance at Wesley to see a fireball starting to form in his palm. She smirked and forced herself to look straight at Vail.

"Wait. It gets better."

* * *

Cloaked to hide who they really were, Max and Spike casually followed after a few demons, keeping their heads bowed. When a baby's cry was suddenly heard nearby, they slowed to a stop to concentrate on locating where it was coming from. They both subtly gestured to each other at the same time to head down the hallway to their left. Spike smirked and led the way.

"This robe smells kinda funky," Max muttered under her breath as they walked down the hall. Spike stifled a laugh as he glanced at her. Her nose was scrunched slightly in disgust.

"Guess you won't ever be the face of any future demon designers, huh?" he joked softly. Max rolled her eyes.

"Not if they transfer their scent like this onto whatever they wear..."

"You've worn _my _clothes before."

"That's different. You don't smell like dead mealworms and rotting fish." Spike stopped walking to face her.

"Thank you. Really. I'm truly touched." Max gently pinched his arm as she moved past him into the room they knew the cries had come from. "Ow."

"I'd elbow you but the sound of you yelping would probably attract more attention than we need," Max whispered over her shoulder as she neared the baby's crib. A slow smile spread across her face as she bent down to pick up the baby. "Hey junior. I'm Max and that's Spike. And lucky for you, he's on a strict diet." Still grinning, she turned to face Spike. She felt almost flustered by the look he was giving her. It was something she'd never seen before. "What?" He blinked and the strange expression was gone. A sound from the doorway caused them both to look over in surprise. They were faced with three of the Fell Brethren.

"Place the holy vessel back in the bassinet," the leader ordered. Max exchanged a look with Spike then down at the baby. Spike sighed.

"Right." Then both he and Max shrugged off their robes before launching into a fight with the three brothers.

Still holding onto the baby in one arm made defending herself slightly difficult, but Max quickly pushed any doubts to the back of her mind as she landed a swift punch to one of the demons' heads. He reeled back but recovered quickly as he attacked her in a flurry. Max silently swore as she felt the edges of the baby's crib bite into her side. She lifted the baby away from her hip to unsheathe the sword that had previously been hidden beneath her robe, which now lay on the floor. The brother immediately backed off and Max allowed herself a small smirk before swinging the sword in a wide arc. The steel cut into the flesh at the top his shoulder and severed his arm. Max's smirk turned into an expression of intense disgust as green goo oozed out of the wound and around the limb. The demon screamed in pain and stumbled back. Before Max could finish him off, the second brother attacked her. She grunted in annoyance when she saw that he held a sword of his own and bent backwards at the waist to avoid it before swinging hers up to meet his.

Spike reeled back from a kick the leader of the Fell Brethren had landed on his chest, but quickly ducked to avoid another punch and thrust the heel of his palm upwards against the brother's nose. He felt it break with a satisfying crunch and as the leader brought his hands up to it in pain, Spike grabbed both of his ears and forcefully brought his head down towards his knee. As the leader stumbled from the impact, Spike unsheathed his sword and swung it at his head. But the leader dodged his attack and lashed out at Spike's side. Spike grunted in pain and thrust the hilt of his sword against the leader's already broken nose. A loud scream met his efforts and Spike quickly took advantage of the demon's distraction and twirled the sword before shoving the sharp edge into the leader's neck. He made a few gurgling noises until death finally took him.

Spike turned to check on Max in time to see her shove the other demon with enough force to send him flying across the room. Then she quickly turned to the one whose arm she'd already severed and cut off his head in one swift movement. She faced Spike with hereyes blazingand several cuts covering her arms and face.

"I think that was too much violence for a baby to see," she commented dryly. Spike smirked and shrugged.

"He probably won't remember this by the time he's fully grown," he replied. He heard the other demon getting up and turned to fight him off. Their swords met with a loud clang, both of them using most of their upper body strength to keep the other away. Spike ended it with a hard kick to the brother's shin. He gave a yelp of surprise and swung at Spike, but he ducked and shoved him towards Max, who engaged him in another sword fight. While the demon was preoccupied with her, Spike snuck up behind him and cut off his head. Before either of them could express their happiness at killing them, their enhanced hearing picked up the sounds of hurried footsteps.

"More of 'em are coming," Spike stated aloud. Max allowed herself a small sigh before turning towards the doorway, her sword at the ready.

"All the more to dismember."

* * *

Alec, Faith, and Gunn peeked through the window into the Senator's campaign headquarters to get a brief idea of the area. Faith smiled.

"Damn that's alotta vampires," she commented. Alec cocked an eyebrow at her pleased tone. "What? I haven't gotten to dust much lately, like Gunn said." Alec rolled his eyes.

"You just need to get out more."

"Can we go in there now?" Gunn interrupted impatiently. Faith's answer was to open the door and stride in. Alec and Gunn quickly followed.

They saw that the Senator was turned away from the door, talking on the phone. She hadn't noticed them come in, but the others working in the office had. Sensing a fist coming at him, Gunn ducked and punched the would-be assaulter in the stomach. Faith drop-kicked another vamp in the jaw before spinning and landing two consecutive punches to the center of his face. Then she grabbed his arm and twisted it behind his back as she jammed a stake into his heart.

Alec swung his fist up without looking to thwack a vampire in the face before landing a roundhouse kick to another. He turned back to the first vamp he'd hit and grabbed his foot as he attempted to kick him. He twisted it violently to the side until the sound of bone cracking and the vampire howling in pain mingled together. Then Alec retrieved a stake from his pocket and thrust it into his heart. Without waiting to watch the explosion of dust, he turned to attack another vampire.

Throughout all this commotion, the Senator had remained talking on the phone, unfazed. She snapped her fingers at a vampire that was still sitting at his desk computer instead of fighting off Gunn, Faith, and Alec. He immediately charged towards Gunn, butwas stakedinstantly. Then Gunn reached behind his back to the axe he had hidden and hurled it at the Senator's head. It landed in the middle of her forehead, cutting off whatever she had been saying in mid-sentence. She collapsed to the floor, still holding the phone to her ear.

Alec and Faith's wide grins mirrored Gunn's as they turned to face the remaining vampires, who had encircled them.

"Looks like you boys are gonna have to find a new candidate," Alec commented dryly. The vampires let loose menacing growls.

"And you wonder why folks don't vote," Gunn added as he, Faith, and Alec simultaneously straightened their arms, unfurling the stakes they had hidden up their sleeves.

* * *

The Sahrvin were scattered around the room. Some were smoking hookah pipes while others were drinking and talking. The peaceful atmosphere of the room was suddenly disturbed by a loud bang. The Sahrvin looked over at the door in time to see Lindsey push one of their own through it, busting it down. He walked further into the room with a small grin on his face and was followed by Xana, Kennedy, and Lorne.

"Well this oughta be fun," Kennedy commented with a smirk of her own as she surveyed the Sahrvin with a dangerous gleam in her eyes. Xana glanced at her briefly before nodding towards Lorne. He fell back a few steps and she pulled a pistol out of the waistband of her jeans and aimed at the closest demon. He stared at her in surprise before she pulled the trigger and all emotion disappeared from his face. Feeling no remorse, she managed to kill a few more before the gun was knocked out of her hand. She also received a punch to the face, but she recovered and retaliated with a blur of attacks.

Kennedy and Lindsey had brandished their swords and were mowing down the rest of the Sahrvin with ease. All three of them took several hits, but it wasn't enough to slow them down. Lorne stayed out of the way unless a demon would stray in his direction, in which case he would fight back as best he could, even killing one or two, before Xana, Kennedy, or Lindsey distracted it.

Lorne mostly watched the mini battle with a very sad and detached expression on his face. He knew he'd been done after this. He knew he wasn't going to the alley with the others. This was just his last job, as a favor to Angel. Then he was done.

* * *

Illyria, Jondy, and Krit silently watched Izzy and three other people walk to their car parked on the side of the street. Once they saw them get into the vehicle, they stepped out in front of it. They were immediately illuminated by the headlights and could clearly see the surprised expressions of the car's inhabitants. Twin predatory smiles appeared on Jondy and Krit's face as Illyria simply cocked her head to the side with curiosity.

Jondy and Krit blurred to the sides of the car while Illyria stepped closer to the front. Ignoring the sudden cries of alarm coming from within the vehicle, they swiftly bent down and laced their fingertips under the bottom of the car. Then at the count of three they flipped it backwards. It landed with a loud, sickening crash. Krit and Jondy looked over at Illyria with their eyebrows raised.

"You wanna do it or should we?" A ghost of a smile played at the corners of Illyria's lips as she moved towards the car again. Jondy and Krit exchanged a look and backed off a few steps. "Guess that means you..."

Illyria splayed her fingers along the center of the upside down car, but before she did anything she turned back to the two transgenics.

"Do you wish to help?" she asked tonelessly.

"We thought you wanted to do it," Krit replied almost warily. Illyria cocked her head at him, but otherwise didn't respond. "Alright...Jondy take that end and I'll take the front." They moved to their designated positions and placed their hands in the same way Illyria had. All three of them exchanged looks. Then they suddenly pushed downward on the car with all their might. It made a mixture of low and high-pitched groaning and squeaking noises, which muffled any sound Izzy or the others could have made before being crushed beneath it.

* * *

Angel and Buffy stepped off the private elevator into his apartment. He exchanged a look with her before making a beeline for a fancy wooden box that was sitting on a table. He opened it and took out a knife with a curved blade. Buffy didn't even blink. Instead she turned around in time to see Hamilton enter the room. Angel turned to face him as well.

"Going out?" Hamilton asked in a casually polite tone, letting his eyes drift from Angel to Buffy and back again.

"Why? Wanna order in?" Angel countered in the same casual tone, though his was more sardonic. Hamilton didn't respond at first as he slowly walked towards them.

"I hear you already have plans." He looked pointedly at the knife before returning his gaze to Buffy and Angel again. "Gonna take that when you go to see Sebassis? Why don't I think that's a gift?" Before either of them could respond, Hamilton punched Buffy immensely hard, sending her through the penthouse windows. Angel's eyes widened.

"Buffy!" he called out. Before he could retaliate, Hamilton hit him just as hard, sending him out the same window. He fell outside for a few stories before finally falling through the already shattered glass ceiling into the lobby. His body landed with a smack a few feet from Buffy, who was shakily trying to stand up. He moaned in pain as he followed suit.

"You okay?" he asked softly. Buffy leaned against Jondy's desk and silently checked her body over as she tried to regulate her breathing.

"Nothing broken," she rasped. "You?" Angel shook his head.

"I'm fine." Buffy looked over at his office and grimaced. Angel guessed what she was thinking. "He'll be on his way down here by now." Buffy nodded.

"Guess I should savor this last few seconds of rest then, huh?" she asked, giving him a wry smile. Angel returned it.

"Probably." As soon as the word left his mouth Hamilton appeared in his office doorway. Angel and Buffy immediately straightened and went to meet him as he slowly headed towards them.

"So," he began curtly.

"Yeah," Angel replied. Then he punched him hard in the stomach, but didn't appear to have made even a dent. Angel sighed. "Did that hurt at all?"

"Little bit," Hamilton relented with a smirk before grabbing him by the windpipe. Angel winced as he lifted him off the ground. "But it's all part of the job." Then he threw him across the room with such force that Angel shattered a support post, going straight through it.

Buffy gasped in surprise before turning back to Hamilton. He attempted to swing a punch at her, but she swiftly ducked and used her forearm to push his away and lashed out at his torso. He didn't seem deeply effected by her attacks and eventually managed to grab a fistful of her hair. She let out a yelp of pain before he hurled her across the room in the opposite direction in which he'd thrown Angel.

Hamilton walked briskly over to where Angel was trying to stand and picked him up by the lapels. "The senior partners have expended a lot of time and resources on you. Personally, I would have told them not to bother." Then he threw him across the lobby again, where he crashed into the company logo on the balcony. As Hamilton passed Buffy to get to the stairs, he landed a swift kick to her middle section, knocking the wind out of her yet again. Then he ascended the stairs towards Angel. "You're gutter trash, and that's where you should have stayed, drinking and whoring your way through an unremarkable life. But the fates stepped in and made you a vampire, with a soul, no less. A champion. A hero of the people. And yet, you still managed to fail everyone around you. Doyle. Cordelia. Fred. They're all gone. Now it's time you followed." He grabbed Angel up out of the debris and looked into his face. "Did you really think you were gonna kill Archduke Sebassis?"

A slow smirk spread across Angel's face as he replied, "No...I think I already did." Hamilton's brow furrowed in confusion. "I spiked his drink. I figured you were the one I needed to be alone with." His eyes strayed towards Buffy, who was ascending the staircase with a blazing look of fury on her face. "Save for Buffy." Hamilton scoffed.

"Why? So I could kill you both?"

"Well, I thought the fight would be going a little better," Angel admitted almost sheepishly. Hamilton nodded.

"Oh." He threw Angel off of the balcony onto the floor of the lobby again. As he turned to follow him, Buffy picked up a large chunk of debris and smashed it against his face. He stumbled backwards from the impact. Without pausing, she followed with a series of punches and kicks to his body. Just before he seemed about to break free, she took a step forward and jumped, locking her legs together and using as much force in her kick as she could, she catapulted Hamilton off the balcony.

Angel had already gotten back on his feet and landed a few hits before Hamilton could do the same. But when he did, the tables turned again and Angel found himself repeatedly pummeled in the face.

"Why do you fight?" Hamilton taunted. "You signed away your Shanshu. There's nothing in it for you anymore."

Angel managed to get in another hit to his face as he answered, "People who don't care about anything will never understand the people who do." Hamilton smirked and retaliated with a hard punch of his own to Angel's face, sending him across the room once again.

"Yeah, but we won't care," he replied.

Angel writhed on the floor, groaning as Hamilton withdrew a stake from his jacket pocket. He walked over to him and kneeled down to pick him up by the lapel as he reared back, ready to plunge the stake into Angel's chest. Angel dimly heard Buffy scream his name and when he looked up in time to see someone punch Hamilton with enough force to send him flying across the lobby into a glass wall, shattering it, he expected it to be her offering him help to stand. Instead he found himself looking into the eyes of his son.

"What the hell are you doing here?" Angel asked, though he accepted his hand in helping him back onto his feet. Connor smirked at him.

"Come on. You drop by for a cup of coffee, and the world's not ending? Please."

* * *

Wesley slung Vail's body across the dining room. He smacked into the wall and slid down into a pile on the floor. Wes and Willow walked slowly toward him.

"Your influence on this world is over. The rest of the Circle will wither and die..." Wesley said as he began to form another fireball in his palm. "Like you're about to."

"You don't know who you're dealing with, do you, boy?" Vail groaned as he got to his feet. Then he held out his hand, summoning Wes's fireball into his palm before extinguishing it. "I mean, really. I crap better magic than this. Now then, let me show you what power a real wizard has." He raised his hand, causing Wesley to wince as he felt himself being lifted into the air. Vail made a movement to do the same to Willow, but when he looked over at her, she was radiating a bright white.

"You like showing off power?" Her voice was full and strong as it echoed around the room. Then the intensity increased and her tone became angrier. "I've seen your tricks. My turn." Reddish-white lightning seemed to curl from her hair and flow down to her hands. Then she thrust her arms forward and the bolts hurtled themselves into Vail. He crashed through the wall behind him and lost his grip on Wesley, who fell to the ground.

White power continued to crackle around Willow's body as she gracefully followed after Vail. His red, frail, little body was smoking and portions of it showed evidence of being scorched. Willow stared down at him as he attempted to get up.

"You're...stronger than...I realized," he admitted in his rasping voice. There was a grim set to Willow's mouth as she replied.

"Not your first mistake." Before he could retort, she engulfed him in a white ball of energy. When the sound of his screams had died away, the ball disintegrated. All that was left of Vail was a fine, red dust.

* * *

"What is it with you people?" Hamilton asked angrily as he head-butted Connor and swung his leg backward to stop Buffy's attempt in helping him. Then he threw Connor into the elevator doors, where he collapsed to the floor.

"Connor!" Angel called out in alarm as he tried to get to him, but Hamilton blocked his way. He tried to fight back, but was once again thrown across the room and landed on the concrete steps. Hamilton gave Buffy another punch to the face before straightening his tie and walking towards Angel.

"Let me say this as clearly as I can. You cannot beat me. I am a part of them. The Wolf, Ram, and Hart. Their strength flows through my veins. My blood is filled with their ancient power." Angel got to his feet and smirked.

"Can you pick out the one word there you probably shouldn't have said?" Then he suddenly transformed into his vampire facade and attacked Hamilton, biting him painfully in the jugular. When he was finally able to break free, Hamilton grabbed a hold of Angel's head and attempted to throw him across the room again. But this time Angel controlled his motion and managed to rotate in the air and land on his feet. "Wow." He wiped his lip. "You really are full of it." Hamilton swung at him, but he ducked the blow. "What were you saying about ancient power?"

Hamilton threw another punch, but Angel caught his arm and hit him in the ribs. Hamilton swung his free arm and managed to contact with his face, but Angel quickly returned the favor. Hamilton grabbed a hold of his windpipe again and lifted him into the air.

"You don't really think you're gonna win this, do you? You don't stand a chance. We are legion. We are forever." Angel broke free of his grip and punched him repeatedly in the chest and stomach. He stumbled backward and Angel dropped to the floor, kicking his feet out from under him. When he tried to get up again, Angel just continued to punch him in the face with almost every word he said.

"Then I guess forever..." _Punch. _"...just got..." _Punch. _"...a hell of a lot..." _Punch. _"...shorter!" Finally he hit him hard enough to break his neck and Hamilton fell to the ground with a final grunt. Connor and Buffy both got to their feet and joined Angel.

"Is he dead?" Connor asked. Angel nodded.

"Yeah. He's dead." A frown suddenly marred his features. "Do you hear..." The building began to shake and rumble with a dull roar that got increasingly louder.

"Uh, that's not good is it?" Angel looked around the room.

"Wolfram & Hart. Looks like they're taking the gloves off."

"What do we do?" Connor asked. Buffy was careful to keep her gaze away from him and Angel, knowing what the answer would be.

"You go home," Angel ordered.

"Huh?"

"This is my fight," Angel said by way of explanation, trying to ignore the defiant look that appeared on Connor's face.

"That's some serious macho sh..." His sentence was cut off as some of the building debris fell on him. "Ah!" Buffy quickly pulled him away as the concrete support beam fell from the ceiling onto the lobby floor.

"Go home...now," Angel ordered again. Connor's defiant look changed to one of extreme concern.

"They'll destroy you."

"As long as you're okay, they can't," Angel retorted as yet another concrete ceiling joist fell, crushing the balcony. "Go." Connor took one last look at him and Buffy before running down the hallway to leave.

"Time to go meet at the alley now, huh?" Buffy shouted over the din. Angel could only nod as they quickly made their escape, dodging any falling debris.

* * *

Oz paced the room in an uncharacteristic show of impatience and anxiety. Xander watched him warily for a while before commenting, "It's when you do things like this that make me remember that you're part wolf." Oz stopped pacing to look over at him in question. Xander sighed. "Could you just sit down or something? Burning holes in the floor aren't gonna make Max's friends or Giles call any sooner." Oz opened his mouth to retort when Max's cell phone rang out. Then his face split into a wide grin.

"You were saying?" Xander's eyes widened.

"Well don't just stand there and gloat, answer it!" Oz laughed and quickly did so.

"Hello?" An unfamiliar, yet sassy voice took a moment to respond.

"Hello? Who's this? It don't sound like Max."

"Is this Original Cindy?" Oz countered without answering her question. There was a pause on the other end of the line.

"Depends on who this is." Oz smirked.

"My name's Oz and I'm a sort-of-friend of Max's." He inwardly cringed at his choice of words, but the woman didn't seem to care.

"Whatever. Where's Max? I was supposed to call her once we all arrived." Oz face broke into another wide grin.

"So you're here in Los Angeles?" he wanted to confirm.

"Yeah, and the weather ain't very pretty so could you hurry up and tell me where my girl is?"

"The alley behind the Hyperion hotel. She and the others are about to start the biggest part of the showdown so she wanted me to tell you to haul ass." OC swore loudly.

"Then where's this hotel? I've got hundreds of transgenics itching to get in on the action." Oz was just about to give her directions when Buffy's cell rang out. He was about to toss it over to Xander to answer when he saw him suddenly leap out of his bed and practically dive for it, even though he'd been specifically told not to move much if he wanted to help out any in this fight. Oz paused to give him a reprimanding look before turning his attention back to Original Cindy.

"Alright. First of all..."

**A/N-About two more chapters people! Andboth of 'emare gonna have tons of fighting and some last minute surprises...REVIEW REVIEW REVIEW**


	28. Chapter Twenty Seven

Chapter Twenty Seven

The sky was pitch black and thundering as Angel and Buffy made their way through the alley behind the Hyperion. Angel with a sword and Buffy with her favorite scythe. The pouring rain had already soaked them to the skin, but they knew the cold wetness would be the least of their problems.

They reached the end of the alley and stopped near the chainlink fence. Buffy swiped her matted hair away from her eyes and turned to Angel.

"See anyone else?" she shouted as lightning flashed across the sky, briefly illuminating the alley. Angel didn't have to answer as they both caught a glimpse of platinum blonde hair. Buffy allowed herself a smile. "Spike!" He smirked in greeting as he and Max made their way over to them. Both had several cuts on their body and a few rips in their clothing, but were otherwise fine.

Spike twirled his sword in his hand as he looked upwards, squinting his eyes against the downpour. "You feel the heat?" Angel nodded.

"It's coming," he replied, keeping his eyes trained down the alley.

"Not the only thing," Max commented as they witnessed Alec, Faith, and Gunn running down the street towards them. Max felt her body stiffen as she and the others realized Gunn was limping. When he got closer another flash of lightning showed that his pant leg below his knee was covered in blood.

"You're supposed to wear the red stuff on the inside, Charlie boy," Spike pointed out as Gunn leaned heavily against the side of a building. He shook his head.

"I'll be fine. A vamp just got lucky," he replied.

"Think we have time to bandage it?" Faith asked. Gunn made a show of looking around the alley.

"With what?" Before anyone could answer, Illyria, Jondy, and Krit dropped down from the chainlink fence behind them. Without a word, Jondy took off her jacket and ripped the sleeves off.

"Improvisation," she stated tersely as she wrapped them around Gunn's bloodied leg. "And if you lose too much we'll have plenty of transgenics that you can choose a donation from." Gunn laughed weakly.

"Universal donors, right?" Jondy nodded as she stepped back to examine her handiwork. "Thanks."

"You still sure about backup coming?" Angel asked. "'Cause so far I haven't heard a peep." Max and Alec simultaneously raised an eyebrow at him.

"You wouldn't," they chorused. Angel gave them an odd look.

"Helicopters don't peep. They make more of a whirring noise." Alec vaguely twirled his hand in a propeller motion. Angel's odd look changed into one of indignant surprise. "We _are_ soldiers, remember? Don't let our good looks throw you off."

"Never have," Angel deadpanned. Alec rolled his eyes.

"I'd prove you wrong, but we have a huge battle to fight so I'll just settle for reminding you of that time you tried dirty dancing with Max when you were a puppet." Spike laughed out loud. Angel gave him a look before turning back to Alec.

"I was drunk!" Alec just smirked.

"That's always a sound argument," Lindsey commented as he, Xana, and Kennedy joined them. A clamor sounded out down the alley.

"Where's Lorne?" Gunn asked. They shrugged.

"He took off after we killed the Sahvrin," Kennedy replied. "He said Angel would know why." Everyone turned to look at Angel, who nodded solemnly without commenting. Kennedy looked casually around the alley, but didn't see who she was looking for. "Where're Willow and Wesley?"

"Somewhere close," Buffy answered. "Wesley probably stayed with her to help with the magic. Xander and Oz should be with them by now too." Kennedy's expression remained carefully blank as she took this in.

"So where's the demon army?"

As if in answer to her question a loud, inhuman roar shattered the sky. Everyone turned their attention away from each other to look down the alley. Hundreds, if not thousands, of demons of all sorts, shapes, and sizes were approaching them at a steady pace.

"Okay...You take the thirty thousand on the left..." Krit commented dryly. Someone elbowed him sharply in the ribs and he glanced over at Max in question, but her eyes were on something in the sky. "What?"

"Um..." She raised her hand, which he was surprised to see shaking, and pointed at a dark figure flying toward them. "What is that?" Krit and the others around them lifted their eyes and squinted into the night.

"It looks like..." Faith trailed off in shock as realization dawned on them.

"It is a dragon," Illyria finished. "It's fire will be troublesome, as well as it's large shape." Angel nodded mutely and stepped forward, tightening the grip on his sword. A slow smile played across his lips.

"I've always wanted to slay a dragon." Buffy snorted as she sidled up next to him.

"You're gonna have to get in line, buddy. That dragon's mine," she stated firmly, though there was a playful glint to her eyes. Angel's grin widened.

"Guys? Huge demon horde not getting any deader," Xana commented.

"Girl's right. Let's get a move on already," Lindsey added impatiently. Gunn shot him a glare as they formed a straight line and slowly walked towards the crowd of demons.

"Do me a favor shorty, get yourself stabbed by an ugly ass demon so I won't have to do it myself," he growled. Lindsey's response was only to smirk.

"Ready?" Angel called out. They all tightened their grips on their chosen weapons and quickened their pace. "Let's go to work." Their speed as well as the demons' increased to full out running as they charged forward.

Buffy swung her scythe in a wide arc, slicing the stomachs of at least three demons. Without pausing, she kicked another in the head before stabbing a second in the throat with the stake end of her scythe. She ducked to avoid the sharp edge of a sword belonging a scaly, pus green demon with a squashed-in face. She lashed out at its knees, bringing it down easily. Then she dropped to the ground and swung her legs up in a handstand. Her feet connected with the jaw of an oncoming bright yellow demon. She felt it crack but couldn't hear the howl of pain over the booming thunder. Back on her feet, Buffy swung her scythe in another wide arc, claiming the lives of a few more demons before the weapon was knocked painfully from her hands.

* * *

Gripping her sword tightly in both hands, Jondy ran it through a hairy demon that looked like it could use a few goes on a Stairmaster. She felt the bite of another blade cutting through the flesh on her shoulder and grit her teeth against the pain. She kicked out backwards, catching the assaulter in the stomach. Then she violently twisted her sword out of the hairy demon and twirled it to pierce the creature that had cut her in the chest. As it fell dead, Jondy kicked out at a vampire with slicked black hair. She headbutted another before wrenching her sword free once again and claiming a few heads.

* * *

Faith simultaneously stabbed two demons in the chest and used them as leverage to flip over their heads, pulling her knives from their bodies in time to slash the throats of a few more once she landed on her feet again. She elbowed the face of a demon with horns and pummeled him a few times before using said horns to whirl him around, knocking down quite a few surrounding demons. Faith allowed herself a small smirk before cutting off the horned demon's head.

"Better than dominoes..." she muttered as she stabbed a vampire in the eye for punching her.

* * *

Alec had just slashed an orange demon with boils all over its body in half when he heard a faint noise that sounded distinctly like a whir. His face split into a wide grin as he mowed down a few more demons, attempting to get closer to where he had last seen Max. He caught a glimpse of her catapulting a demon through the air with the force of her legs before she disappeared from sight and he received a kick to the face from a demon that resembled a lizard. He lashed out with a hard right hook then gripped the back of the lizard demon's head and its jaw before giving a violent twist, effectively snapping its neck. Without watching the body drop, Alec kicked another demon below the waist and twirled in the air, landing two consecutive kicks to a few more. Then he found himself back to back with Max.

"Did you hear the helicopters?" she shouted over her shoulder as she blocked the attacks of a frighteningly slim, pale blue creature with fangs at least seven inches long. Alec nodded before realizing she couldn't see him.

"Yeah! I'm waiting for them to drop down already and save our asses!" he hollered back. His comment elicited a wry chuckle from her.

"Eh...it's not so bad," she replied just before the creature landed a vicious swipe on her face. Four gashes oozing blood appeared on her cheek and she screamed in surprise. Taking advantage of her distraction, the demon cut into her arm as well. Max stumbled away, clutching her new wound in shock. Before the blue thing could attack her again, a loud cry of rage pierced the air and it suddenly collapsed, dead. Max blinked at the sword sticking out of its head, not quite registering the change.

"Max!" Her gaze moved from the demon's oozing blue blood to the face of Spike. "You alright, luv?" he asked as he retrieved his sword from the creature's head. Max nodded numbly and ducked just in time to miss her head being bashed in by a mace-wielding troll.

"I'll be fine!" she shouted back as she rolled away to grasp her fallen sword, letting the rain wash over her wounds. Just when she was about to jump back into the fray, six ropes fell between her, Spike, and Alec. Knowing who would be coming down, Max grinned widely and lashed out at the troll.

* * *

Feeling relief as a few ropes dropped around him as well, Angel headbutted a demon with a new sense of vigor. Help was coming and he might as well face it: they could use all the help in the world. As he speared two creatures at once with his sword, a loud roar drew his attention to the sky.

The dragon.

A smile spread across his face as he swung his sword in a wide arc, clearing a small temporary path towards the direction the giant beast was flying. Barely paying attention to what he was doing, Angel blocked attacks from the surrounding demons and killed more than he cared to count.

He was almost to the set of stairs on the outside of one of the nearby buildings when a particularly huge demon with the color and texture of bark as its body armor stepped into his path wielding an axe. Angel cursed his luck but chose to make the first move. He lunged forward but quickly had to spin out of the way as the demon expertly swung his axe dangerously close to where his head would have been if he hadn't moved. Angel backed away a few steps to observe his opponent for any weak spots. The demon quickly advanced and with an inhuman shriek, swung its axe at him again, this time aiming for his side. Angel twisted out of the way and brought his sword up to cut into the demon's arm. It let out another shriek and Angel quickly dove across the ground. After doing a small somersault, he was back on his feet and behind the demon, who was too slow to turn around before Angel lodged his sword into its head. Without waiting to see the body fall, he hurried towards the stairs again, but was again stopped by a few more demons.

* * *

With a seemingly bored expression on her face, Illyria snap-kicked a demon in the jaw before flipping another that had attempted to attack her from behind. She snapped that one's neck easily and used its shield to block a few spears that a couple more had hurled at her. She wrenched the spears free and used them as her own weapons as she mowed down more of the demon army. Once she had a small clearing around her, she used one of the spears as a pole vault. She spun back to the ground with the edges of her weapons slashing into any demons that were within six feet of her.

* * *

After beheading what seemed like the millionth demon, Max spun around to attack those behind her and froze. For a few seconds she wondered if one of the creatures had either done some freaky spell or had simply held up a mirror as she stared at her own face. Then reality set in.

"Hey Sam," she greeted with a faint smile. The woman with her face returned it briefly before momentarily turning her attention to a couple of demons that had attacked her. When she had gotten rid of them, Sam turned back to Max.

"So this is how you've been keeping busy since the war with the Familiars. Not sure I'd say it's a step up," she commented. Max smirked and what was about to retort when an astonished Spike suddenly joined them.

"Bloody hell!" His blue eyes widened as they darted back and forth from his girlfriend to her clone. "There's two of you!"

"Catch on pretty quick don't you, Billy Idol?" Sam replied dryly. Spike's eyes narrowed as his chin tipped up a fraction of an inch indignantly. Realizing what was coming, Max quickly interrupted.

"One, don't call him that. Two, we've still got a few thousand demons to kill so we should probably stop the chitchat." Sam rolled her eyes.

"Still giving orders, I see."

"Being the leader of a transgenic army kinda gives her the right," a familiar female voice commented from behind them. Max grinned widely as she turned to greet her.

"Jace!" As the three women started exchanging pleasantries while fighting the still oncoming demon horde, Spike slipped away and found himself next to Alec. The booming roar of the dragon flying above them attracted both of their attentions. As did the cloud of red-hot fire erupting from its mouth. Then they caught a glimpse of Angel rushing towards a building to get to higher ground. Alec and Spike exchanged identical mischievous looks.

"I'm game if you are."

* * *

The sounds of the apocalyptic battle taking place only a few stories below her chosen spot gave Willow indescribable feelings of horror. She had no way of knowing if her friends were alright. At least not yet. She'd already tried looking over the edge of the Hyperion's roof to identify where they might be and was rewarded with a strong feeling of vertigo and a few knives thrown up in her direction. She had only managed to finish her protection spell, which had created a dome of energy that secluded her and the few others with her from the demons. She had tweaked it a little to keep them from getting drenched by the rain, too. But she still had to set up her offensive spells and her shaking hands combined with the anxious, fidgeting group of people surrounding her were not helping.

"I can't um...concentrate," she announced over the battle cries and newly arrived helicopters that had brought hundreds of transgenics and slayers alike, along with Giles, Dawn, Andrew and two of Max's old friends who had introduced themselves as Original Cindy and Sketchy. Wesley and Giles gave her identical looks of sympathy.

"There's not much we can do to ease that," Giles replied.

"Think of your happy place," Andrew offered with his usual boyish grin. "Shining waterfalls and serene rivers..."

"That'll just make me want to pee," Willow interrupted bluntly. Andrew's smile turned awkward as he resumed his fidgeting and fell silent.

"There's nothing we can do to help her?" OC asked. The two former watchers shrugged.

"The ingredients are there, she has the power. We can only offer support." Wesley explained vaguely.

"Or become life-size batteries if we have to," Dawn added sardonically, causing Willow to chuckle nervously. OC glared at them.

"Well I don't know about you, but I'm not the type to just sit waiting on my ass while some other chick does all the work. No matter how juiced up with witchy mojo she is," she snapped. Willow found herself smiling.

"You want to help?" she asked. The others just looked at her. "Then please, just stop fidgeting and looking at me with all that..." she trailed off, unable to find the right word. "Just...don't distract me."

"Knew I should've brought some playing cards," Xander commented from his spot on a couch that he had insisted the others help him bring up. They hadn't bothered starting an argument as they already knew he should be lying down. And with time running against them, a pointless fight wouldn't help any.

"Could've relieved some of the stress," Oz added.

"I didn't think to bring any with me either," Sketchy replied distantly as he warily watched the edge of the roof. OC rolled her eyes.

"Didn't the redhead just say not to distract her?"

Willow closed her eyes as she forced herself to ignore the bickering. She had more important things to do. Like save her friends from being eviscerated by zillions of demons.

* * *

Gunn tried vehemently to keep weight off his injured leg, but he felt himself tiring. Fighting a massive demon horde will do that to a person. He'd lost sight of the others a while ago and was beginning to wonder how far away he actually was from all of them. He'd seen quite a few helicopters zoom overhead, even witnessed some of the much talked about reinforcements getting dropped off, but otherwise the only beings surrounding him were demons. He could only identify a small handful of the ones he killed and settled for hacking the ones he knew nothing about into pieces, just to be on the safe side.

The icy rain wasn't helping much either. He didn't have any superpowers, just the experience of fighting vampires and various other demons since he was a little kid. Gunn knew he was at a disadvantage in this fight, but that didn't stop him from making what he believed to be his last moments as memorable as he could.

* * *

Xana had long lost her gun and had to resort to the pair of knives Kennedy and Lindsey had convinced her to strap onto her belt. She found herself preferring these anyway as the bullets hadn't been as effective as she'd hoped. She was used to fighting more human-like people after all. Not demons.

After seeing the many transgenics and slayers drop down from the helicopters, Xana had kept her eyes open for her brother Deryc, but she hadn't seen any sign of him.

_He better be here_, she thought, almost bitterly. _It'd probably be just like him to skip out on the bulk of the battle and then arrive at the last minute and pretend he was here the whole time..._

No sooner had her brain formed that criticizing thought then she whipped around and was face to face with her brother. Unwillingly she felt her face break out into a wide grin.

"What? You really think I'd miss this?" Deryc taunted. As usual, he'd seemingly read her mind. Xana gave him a playful punch to the shoulder.

"Shut up and get to work," she ordered.

* * *

After retrieving her scythe, Buffy had turned her attention to making a path for herself towards the dragon that she had challenged Angel for. She figured he'd be on his way there as well.

Her assumption was proved correct as she finally reached the building she'd seen the dragon fly for. She felt an almost overwhelming sense of happiness on her way there when she'd glimpsed the familiar faces of slayers that she had trained.

_We can actually win this_.

She sent Angel a grim smile as they both jumped onto the fire escape and began hurrying up the stairs. The dragon was flying quite a few yards above them, a little bit below the roof of the building, but they happily chose to accept this challenge. The friendly rivalry between them made it all the more interesting. But just a few seconds before they would have gotten close enough to attack, they saw two figures jump from the roof onto the back of the dragon. One of the figures had platinum blonde hair.

"Spike!" Angel bellowed. The only response he got was a cheery one-handed wave as Spike and the person riding with him slashed at the dragon's head with their swords. A flash of lightning revealed a smugly grinning Alec at Spike's side.

"Hey, that was supposed to be ours!" Buffy hollered. She got the cheery waves as well. The dragon elicited a series of ear-piercing shrieks as it flew in stilted lurches away from the building. Buffy and Angel continued to watch in disappointment as Alec and Spike killed what was supposed to be their prize. It let out one more tremendous shriek of pain before tumbling through the air and landing on a quite a few dozen demons, instantly squashing them. They couldn't tell if Alec and Spike had managed to jump off it before it fell, but they had no doubt that they did.

"Well that kinda sucked," Angel commented bluntly as he and Buffy stared down at the ongoing battle below them. Buffy was about to reply when a gigantic fireball suddenly engulfed a large group of demons. It was followed shortly by a number of others that instantly killed at least a few hundred demons. Angel watched in awe. "But _that_...was pretty damn cool." Buffy's grin was brilliant.

"Way to go, Willow."

* * *

Those same words escaped Kennedy's mouth before she returned her attention to the demon she was fighting. It was the color of stale bread and had claws and fangs that put serrated butcher knives to shame. They'd already bit into her flesh a few times, but she was determined not to let them again.

She ducked to avoid the demon's swing and managed to graze its torso with the blade of her sword. Kennedy groaned in frustration and swiftly blocked another attack before punching it in the face. A trickle of blood flowed from the demon's mouth. The smile it gave her in return momentarily gave her a spark of terror before she lashed out with her sword again. It grabbed onto her wrist so she bent forward and brought her leg up to kick it in the face. The demon relinquished its grip on her and she instantly pulled away. But it suddenly kicked her feet out from her and wrapped its claws around her throat.

Kennedy first wriggled angrily to get out of its grip, but as the demon tightened his hold, her attempts to break free became more frantic. She let out a small whimper as the claws slashed her skin. Her breaths became gurgles as blood streamed from her wound and filled her mouth. She barely registered the taste as her eyes finally closed.

Her killer had only a few moments to relish his victory before the largest fireball yet engulfed him and a hundred other demons.

* * *

Giles, Xander, Dawn, Oz and the others could only watch in helpless dismay as Willow's previously calm face twisted into one of vengeful sorrow. The cause of the change was only vaguely explained when she suddenly shrieked, "KENNEDY!" Her voice had held many emotions, the strongest of which became the need to vent her grief. Xander, Dawn, Giles, and Andrew were the only ones on the roof that had seen that look of painful loss in Sunnydale a few years ago and now watched with bated breath to see if any other of the same symptoms occurred.

But instead of getting black hair and prominent veins, Willow's body seemed to steadily emit a bright red-white light. The others continued to watch in astonishment as the energy seemed to grow within itself and slowly spiraled away from Willow. It resembled a gigantic blanket as it continued to expand across the sky. Then it stopped.

A gasp escaped Willow's lips, but her eyes remained closed. Giles instantly guessed the problem.

"She's draining. This is taking too much out of her," he stated softly. It took only a moment before Xander attempted to get off the couch. He outwardly winced and forgot to hide it.

"No, it could kill you. You're in no shape to give what little energy you have left," Wes told him. Xander glared defiantly at him and was about to retort when he realized Oz had already gone to her side.

The others watched in silence as Oz laced his fingers through Willow's. The blanket of energy brightened almost instantly and continued to grow even more.

"That's definitely some freaky stuff..." Sketchy commented dazedly, staring transfixed at what was going on above them.

"Got that right," OC muttered in the same tone.

* * *

Lindsey watched in complete awe as the previously dark, thundering sky was covered by a bright reddish-white energy cloud. A enigmatic smile played across his lips as he said aloud, "Damn that girl's got major power. Wonder why the senior partners never tried to recruit her." He turned his attention back to the demon horde, taking advantage of their fixation with the phenomenon taking place only a few hundred feet above them.

"That's 'cause she's good down to the core while the senior partners prefer mass murder," Gunn's voice came from behind him. Lindsey laughed wryly.

"Come to see if any ugly ass demons have stabbed my gut yet?"

"Can't you hear the disappointment in my voice?" Gunn retorted. Lindsey didn't respond.

"You guys bicker almost like Spike and Angel. Only with more uncovered murderous rage," Jondy commented as she joined them. They both gave her sullen looks but didn't reply. Jondy smirked and rolled her eyes. "Fine, be babies, just don't...Look out!"

While they'd been talking, a demon had snuck up behind Gunn and was about to bash him in half. Gunn turned to block the attack, but Jondy already knew he'd be too late. Without hesitating, she blurred forward to push him out of the way and took the brunt of the swing. She cried out in pain as she felt the demon's spiked club slash into her skin and break a few ribs. She stumbled away and dropped her sword as she pressed both of her hands against her wound, which was gushing blood. Lindsey and Gunn managed to behead the demon before turning to her.

"You okay?" Lindsey asked. Jondy couldn't answer.

"We need to get you to away from here," Gunn stated as he carefully wrapped his arm around her waist, forcing himself to take most of her weight as well as his own on his still injured leg. Jondy nodded her agreement and Gunn turned to Lindsey. "Cover me til we get to the Hyperion. The others can help bandage her."

Lindsey nodded and the three of them began fighting their way through the horde of demons with a new sense of urgency. Only a few minutes had passed before Jondy found herself knocked out of Gunn's grasp. She smacked into a wall with such force she felt her teeth clack together. Without support, Jondy crumpled to the ground with a groan. Breathing in short gasps of air, she slowly took her hands away from her stomach wound only to quickly put them back. Her blood was still flowing freely.

When Jondy finally raised her eyes to the battle in front of her, Gunn and Lindsey were fighting off a group of demons. Biting her lip to keep from letting out another cry of pain, Jondy slowly eased herself back up to her feet just as a spear flew in her direction. Without thinking, she let herself fall down again and the weapon imbedded itself in the wall behind her. Its thrower now charged towards her with a nasty looking scythe. She already knew she was too weak to dodge his attacks so she reluctantly squeezed her eyes shut. But the anticipated blow never landed.

Cracking one eye, Jondy saw her would-be-killer and quite a few others assaulting someone else. Krit. Both her eyes flew open as she realized he was already badly wounded. There were deep gashes on his legs and chest. He was fighting primarily with his right hand as he kept his left cradled against his body. The soldier in her calculated he wouldn't last much longer if the four demons circling him didn't lay off.

Without wasting another moment, Jondy stumbled back on her feet. Keeping one hand on her injury, she body-slammed two of the demons. She landed painfully on the ground again, but quickly picked up one of the demons' swords with her free hand. Just as she managed to cut off the head of another and injure a second, she glanced over at Krit in time to see an arrow pierce his right shoulder. He cried out and the demon he was fighting took advantage of his distraction, much to Jondy's horror, and shoved the tip of its sword through his chest.

Excruciating pains that had nothing to do with her broken ribs and gushing stomach wound flooded her body. Her blood seemed to freeze and her mouth dropped open in a silent scream as Krit fell to his knees.

_No...no...no..._

Jondy swiftly slashed the throat of the demon she had just injured before letting her sword clatter to the ground as she rushed to his side. She barely noticed Gunn and Lindsey fighting off the demon that had stabbed him.

The sword had gone straight through, with the bloody tip protruding out the back. Jondy let out a sob as she cradled his limp body against her own.

"No...You can't leave me, Krit...You can't..." Tears began to cloud her vision as she frantically clutched at his shoulder, hair, cheek, anything she could touch. He didn't answer and she let out another heart-wrenching sob.

"J-Jondy, we've got to get you inside," she hardly registered Gunn's voice as she began shaking her head.

"No...no..." she tightened her grip on Krit's body.

"Yes, we have to. You've still got to be healed...You can't do anything for him now..." Lindsey was saying. She just continued to shake her head, feeling as if all things sane had left her. Suddenly a pair of firm hands gripped her shoulders and she out a scream of objection.

"Don't leave him out here! Don't leave him alone for them to get!" she shrieked as she futilely tried to break free from Gunn's grip. He gave a nod to Lindsey, who sighed and immediately picked up Krit's body, but not before wrenching the sword from his chest. Jondy flinched at the sight as Gunn ran with her in his arms towards the Hyperion.

* * *

"Max!" Faith hollered in warning. Max whipped around in time to dodge a pair of knives a demon had hurled in her direction. She blurred towards him and backhanded him across the face twice before slashing his throat with her dagger.

Max hurried back to Faith's side. "Thanks." She only gave her a swift nod in response as she fought off a few more creatures. When they managed to make a break in the horde, they turned their eyes up to the sky.

Willow's spell had expanded over what they expected to be the entire throng of demons and since the last time they checked, the blanket of energy had begun descending rapidly towards its targets.

"Just another minute or two, I suspect," Spike announced his presence. Max grinned tiredly at him. "Don't know about you luv, but I'd say it's about damn time. The sun's coming up soon." Her expression changed to one of worry.

"We have to get you to shade then." Spike smiled.

"My thought exactly..."

"Uh, guys...?" Faith's voice brought their attention back to the sky. A split second after their eyes looked up, a blinding white light forced them to shut them again. Max brought her arms up protectively over her face as the sound of thousands of inhuman shrieks mingled with the loud crackle of energy. It was deafening.

But almost as quickly as it had begun, it disappeared. The white light dissipated and the shrieking stopped. Max cautiously lowered her arms and blinked in confusion.

The demons were gone. She glanced at Faith, who had been in the same position she was. Farther off she could make out Alec, Sam, Illyria, Gwen, Halley, and quite a few other slayers and transgenics. The smile that began to slowly make its way across her lips froze. Spike wasn't there. Faith quickly caught on to her sudden agitation and they both frantically spun in circles, looking for any sign of him.

"Spike!" Max shouted. Finally her eyes fell on him a few hundred yards away. He'd apparently been thrust backward by the energy and crashed into a nearby building. The wall had cracked with the force ofhis impact. "Spike!" She hurriedly rushed over to him.

"He's unconscious," Faith commented as she and Max kneeled by him. Without thinking, Max held her index and middle fingers just below his jaw where his pulse would be. As Faith watched with furrowed eyebrows, Max let out a sigh of relief.

"But still breathing," she stated. A beat of shocked silence stretched between them as it began to register on them what she just said. "W-wait...that can't..." She exchanged a wide-eyed look with Faith before bending her head over Spike's chest. The sound of a beating heart was unmistakable. "H-he's alive."

"Did Willow's spell do this?" Faith asked in a soft whisper. Max gave a slight shake of her head.

"I don't know..." Another long silence stretched between them. Alec suddenly blurred to their sides.

"Hey guys, Buffy's freaking out. Angel was thrown back by that white energy thing that got rid of all the demons and now he's got a pulse. Hey what happened to him?" He gestured to Spike. Both females ignored him and he quickly got the message. "Let me guess, the dried-up walnut in Spike's chest is showing signs of life, too?" Max gave him a swift slap on the leg. "Ow."

"Come on, we should get over to the Hyperion, tell everyone that you meet on the way there to follow us," Max ordered. Alec rolled his eyes and gave her a mock salute before striding off. Then she and Faith carefully picked up Spike, slinging his arms over their shoulders.

* * *

The lobby was pandemonium. Injured slayers and transgenics were strewn about, all either sitting, standing, leaning, or laying down. Wesley, Giles, Andrew, and a few others were helping to bandage wounds and whatnot.

"Max!"

Jerking her head towards the source of the voice, Max's worried frown slowly transformed to a welcoming smile. Original Cindy and Sketchy practically barreled through the groups of injured people to reach her. Keeping one arm secured around Spike's waist, she used her free one to engulf both of them in hugs.

"Geez Max, we haven't seen you ages," Sketchy proclaimed. OC nodded her head in agreement. Max opened her mouth to reply when Faith suddenly spoke.

"Um...I can see there's a heartfelt reunion about to take place. Want me to take Spike?" Max hesitatingly bit her lip, which caused Faith to give her a warm smile. "It's alright. It looks like the few people that might have an explanation for what happened are busy anyway. You've got time." Max finally relented and carefully extracted Spike's limp arm from her shoulders as Faith took the brunt of his weight, carrying him up the stairs to find a vacant room. OC's worried brown eyes locked onto Max's.

"What was that about, Boo? What happened to your honey?" Sketchy's eyebrows lifted in surprise.

"_That_ was your boyfriend?" Max tilted her chin up a fraction of an inch.

"Yeah." He continued to shake his head in disbelief. Max felt her eyes narrow. "What?"

"That's just a..._big_...difference...from Logan, I mean," he replied. Max's demeanor softened and she let out a small laugh.

"Very big. And believe me when I say it's better, too." The previous events that hadn't happened too long ago came flooding back to her and once again her face was pinched with worry.

"If it's so great, why do you look like your dog just died?" OC asked softly. Max gave herself a slight shake.

"I'm just worried about him. After Willow's spell he got thrown backward into a wall. Now he's got a heartbeat." Both OC and Sketchy's eyebrows furrowed in confusion.

"Why wouldn't he?" Remembering too late that she hadn't yet filled them in on what Spike was, Max sheepishly opened her mouth to explain. But the words stuck in her throat as her eyes fell on a figure that was sitting alone on the top of the stairs. It took her a moment to realize it was Jondy. And her stomach clenched in fear at the state she apparently was in.

"E-Excuse me a minute..." Max hurried away from a bewildered Cindy and Sketchy and took the stairs two at a time to reach her sister. "Jondy?"

Vacant blue eyes slowly turned up to look at her. Max swallowed hard and looked down at her stomach where a large bandage was in place. Jondy's eyes didn't show any recognition. Ice cold fear began to grip Max's body.

"J-Jondy...what happened?" Jondy blinked and a flicker of something eerily familiar passed across her face. Max recognized that look. It was the same one she saw everyday for almost two months every time she looked in the mirror last summer. It was after Spike died. Suddenly she felt extremely lightheaded and quickly gripped the rail to keep herself from falling down the stairs.

When she spoke again, her voice was strangled and hoarse. "Krit...where's Krit?" Jondy's eyes filled with tears and she began to steadily rock back and forth. Max knew what had happened even before Jondy finally voiced it aloud.

"Gone...He's..." Her lower lip began to quiver and she buried her face in her hands. Max slowly sank to the floor in numb shock.

He was gone. Her brother was dead.

A sensation only akin to having a zillion knives thrust into her body began to overwhelm her. She tried to draw in air, but she felt like two blocks of ice had replaced her lungs. A single tear rolled down her cheek and a second later she was all-out sobbing.

She barely heard the pounding footsteps and she chose to ignore the hands that grasped her arms, pulling her into a standing position before engulfing her in hug. She covered her face in her hands and let herself be carried away.

When she finally raised her head from Alec's chest, she realized she was in one of the hotel rooms. A still unconscious Spike was laying on the bed, but otherwise the room was empty. She bit her lip to keep another onslaught of tears from falling and looked up at Alec's face.

He was obviously weary from the fight and his hazel eyes were welled up as he returned her look. Another sob hitched in Max's throat and she buried her face in his chest again. He gently placed a kiss on the top of her head.

"I'm so sorry, Maxie..." he whispered. "I wish I could do something..." Max looked up at him again.

"Me too..." her voice didn't sound like her own. It was weak and fragile. She drew in a shaky breath and slowly moved away from him towards Spike. "How is he?" Alec didn't answer. Max sighed heavily and sat down on the bed. "I...There'll be more...I'm not sure..." She couldn't even form a coherent sentence. She squeezed her eyes in frustration.

Alec gently placed a reassuring hand on her shoulder.

"It'll be okay, Maxie. We can get through this, it'll just take some time."

"Don't you think I know that?" she snapped. Alec withdrew his hand as if she'd slapped him. She sighed again before standing up to face him. "I'm sorry. I know you're only trying to help..." He smirked softly.

"Don't worry, I'm used it." The corners of Max's mouth hitched up a little in an apologetic smile. Alec simply drew her in for another hug. "I gotta go check on the others. See if I can use my advanced bandaging skills." Max let out a small laugh and immediately felt guilty. Alec lifted her chin up with the crook of his finger. "Don't. You really think Krit would prefer you to celebrate victory over an army of a gazillion demons by mourning over him?" Max solemnly shook her head. "That's my girl." He smiled and gave her a quick brotherly kiss on the forehead. "Try to catch a few 'z's with non-dead boy over there after I send someone up to help you with your injuries."

* * *

Awaking from a surprisingly dreamless sleep, Max felt like someone's eyes were watching her. She rolled over and found herself face to face with a just-as-awake Spike. He grinned softly at her.

"Hey luv. How was your snooze?" She let out a small yip of joyfulness and immediately latched her lips onto his. When she buried her face in his neck, she jolted away in surprise at the feel of a pulse and very warm skin. Then she remembered.

"That's gonna take some getting used to," she commented softly. A strange look passed over Spike's features.

"Don't I know it..." he muttered. Max's brow furrowed.

"But it's okay...right?" she asked hesitantly, unsure about his true feelings. The look disappeared and Spike forced himself to smile encouragingly.

"Of course."

Then he laced his arms around her in an embrace, neither of them noticing the look of identical pensive worry and insecurity on each other's faces.

* * *

"So was it Willow's spell or not?" Buffy asked impatiently. Giles and Wesley fidgeted uncomfortably under her, Angel, Spike, and Max's stares.

"We don't really know...to be honest," Giles answered. The others sighed. "All we do know is that Willow's spell got rid of all the demons, both dead and alive. Whether that means killed or just placed elsewhere...we don't know either. But that might've effected the demons in both Angel and Spike. Temporarily or permanently..."

"That's more 'or's than I care for," Max interrupted suddenly.

"That sounds like you think it was Willow's spell," Angel commented. Wes sighed.

"Well, I know what you're thinking, Angel, but I don't believe this is related to the Shanshu Prophecy. It only speaks of one vampire with a soul, not two." Both Buffy and Max's eyebrows furrowed in confusion.

"Shan what?" they chorused. Angel glanced over at Spike, but saw that he was seemingly detached from the whole conversation. He was too far away to discreetly elbow in the ribs so Angel settled for just asking him a question.

"You want to field this one, Spike?" Without answering, Spike just shook his head. Angel stared at him in confusion, unable to tell the reason for his peculiar behavior.

"Wesley filled me in while you were all recovering," Giles began. "The gist of the prophecy is that the vampire with a soul who plays a major role in the apocalypse will be granted life."

"But there were two vampires with souls," Wes added. "And there isn't really any way to tell who the prophecyis actually pertaining to." He let that sink in for a few beats before speaking again. "So yes, based on that, we believe that this change is one of the effects of Willow's spell."

"So what should we do?" Spike asked, speaking for the first time. Both Wesley and Giles shrugged.

"For now...I suppose you can do whatever you like. It's been a few days since the battle and no news of evil of any kind is planning on attacking," Giles replied. Both couples exchanged questioning glances before rising from their seats. Silently they exited the office into the lobby of the Hyperion.

Buffy tentatively slipped her hand through Angel's as they walked out into the garden. It was flooded in sunlight. They stopped just at the edge of the shade.

"Last time this happened..." Angel began softly. Buffy gave him an enigmatic smile.

"I remember," she replied, trying to put as much understanding in her tone as was possible. "We can take it slow." Angel could only nod before he took another step into the sunlight, taking Buffy with him.

* * *

Spike and Max weren't paying any attention to the scene going on between Buffy and Angel. They had their eyes firmly locked onto their feet. Unable to take the tensed silence, Max raised her head to look Spike in the face.

"You don't want to be human, do you?" she asked bluntly. Spike's eyes widened in surprise.

"What? Of course I want to be human," he replied, though Max could still detect a hint of doubt in his voice.

"Yeah? Then what's the problem?" Spike didn't answer. Max grit her teeth. "These past few months have been pretty traumatic and we've gone through a lot. But if you don't start talking to me I'll put your ass through the ringer." Spike gave her a humorless smirk.

"Careful, something like that might kill me now," he replied bitterly. Realization dawned on Max. She slapped her palm to her forehead.

"Unh. I can't believe I didn't realize it...Is that what this is about? You no longer having superpowers?" The grim set to Spike's jaw told her that was at least part of it. Max sighed heavily as she sank onto one of the couches. "Spike, you don't need superpowers. I just want you to be you."

Spike swallowed hard before coming to sit by her. "I know that's what you want. But you see...I don't...I don't know what _I _want." Max felt her body stiffen. "I thought I wanted to be human but now...All this extra pain and...I just don't know." He angrily raked a hand through his hair. Max sighed and covered it with one of her own.

"It's only been a few days. Will you at least give it some time?" Spike didn't answer at first and Max felt her heart clench. Then he finally nodded.

"Alright, we can take this body for a test drive," he relented. Max grinned at his choice of words. Spike rolled his eyes. "You know what I meant."

_The End_

**A/N-Whew! To me this felt kinda rushed and I didn't get to have a miniture ending for each of the characters likeI hoped, but I probably will be doing another sequel, but that will most likely be a while, especially since I've got other ideas rolling around in my head. Anyway, thanks to all those that read and reviewed, you made my writing life a lot easier! See ya next time!**

**;o)**


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